UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [_]
Filed by a Party other than the Registrant [x]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[x] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to ss.240.14a-12
FIRSTPLUS FINANCIAL GROUP, INC.
-------------------------------
(Name of Registrant as Specified in its Charter)
JAMES T. CAPRETZ, ROBERT D. DAVIS, GEORGE R. EBERTING
JAMES P. HANSON, DANFORD L. MARTIN
The FPFX SHAREHOLDER VALUE COMMITTEE)
-------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
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previously. Identify the previous filing by registration statement number,
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THE FPFX SHAREHOLDER VALUE COMMITTEE
7 Egret Lane, Aliso Viejo, CA 92656, 877-639-3739
April 3, 2006
Dear Fellow FirstPlus Financial Group, Inc Shareholder:
Pursuant to an order of the Second District Court of the State of Nevada (the
"Nevada Court"), a Special Meeting of the Shareholders of FIRSTPLUS Financial
Group, Inc. (the "Company") will be held on April 28, 2006. During the last
seven years the Company's incumbent management has failed to file required SEC
reports including but not limited to annual reports on Form 10-K and quarterly
reports on Form 10-Q's, with their required accompanying audited and un-audited
financial statements (other than the 10-KSB tardily filed September 22, 2005,
the 10-QSB tardily filed October 25, 2005 and the 10-QSB tardily filed October
25, 2005, and the 10-QSB filed tardily November 21, 2005). The Company has not
held an annual shareholder meeting or election of directors since March 1998.
The Nevada Corporate Code, at NRS 78.345, provides that "If any corporation
fails to elect directors within 18 months after the last election of directors
required by NRS 78.330, the district court has jurisdiction in equity, upon
application of any one or more stockholders holding stock entitling them to
exercise at least 15 percent of the voting power, to order the election of
directors in the manner required by NRS 78.330." As a result of the efforts of a
group of shareholders calling ourselves the FPFX Shareholder Value Committee
(the "Committee"), together with the efforts of other shareholders, the Nevada
court has ordered the Company to call and hold a meeting of shareholders to
elect directors. The Committee consists of fellow shareholders James T. Capretz,
Robert D. Davis, George R. Eberting, James P. Hanson, and Danford L. Martin.
The Company's failure to file required reports and hold required shareholder
meetings was the result of actions or inactions of the current board of
directors and/or their predecessors. At the Special Meeting of Shareholders, the
current directors will attempt to have themselves re-elected as directors of the
Company. The Committee believes it is in the best interests of all shareholders
of the Company to replace all current directors and appoint all new directors.
The Committee's proxy statement serves as our notice of the Committee's intent
to nominate an opposing slate of director candidates consisting of James T.
Capretz, Robert D. Davis, James P. Hanson, and Danford L. Martin. Nominations of
the Committee's candidates will be made at the Special Meeting of Shareholders
in compliance with the Company's articles of incorporation. The Committee
believes that it is imperative to replace the present Board of Directors, to
attempt to salvage the substantial value of the Company that we believe still
remains, and return that value to the current shareholders, who are the owners
of the Company. As more particularly described in Schedule I below, some members
of the Committee are not holding Company securities merely to recoup value, but
continue to purchase and sell those securities.
We invite you to attend the Special Meeting of Shareholders to be held at
Peppermill Hotel Casino, 2707 South Virginia Street, Reno, Nevada 89502, on
Friday, April 28, 2006 at 10:00 a.m., Pacific Time.
Enclosed is a proxy statement describing the business to be transacted at the
meeting, and a yellow proxy card for use in voting at the meeting. WHETHER OR
NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND PROMPTLY
RETURN THE ACCOMPANYING YELLOW PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE
SO THAT YOUR SHARES MAY BE REPRESENTED AT THE MEETING. Returning the yellow
proxy card does not deprive you of your right to attend the meeting and to vote
your shares in person. We look forward to seeing you at the meeting.
Sincerely,
Danford L. Martin
FPFX Shareholder Value Committee member
WE URGE YOU NOT TO SIGN ANY PROXY CARD SENT TO YOU BY THE COMPANY. IF YOU HAVE
ALREADY DONE SO, YOU MAY REVOKE YOUR PROXY BEFORE IT IS VOTED BY DELIVERING A
LATER-DATED YELLOW PROXY CARD, OR BY VOTING IN PERSON AT THE MEETING. SEE
"VOTING PROCEDURES" AND "PROXY PROCEDURES" BELOW.
PROXY STATEMENT
FPFX SHAREHOLDER VALUE COMMITTEE
FOR SPECIAL MEETING OF SHAREHOLDERS TO ELECT DIRECTORS OF
FIRSTPLUS FINANCIAL GROUP, INC.
To Our Fellow FIRSTPLUS Financial Group, Inc. Stockholders:
General
Pursuant to an order of the Second District Court of the State of Nevada
(the "Nevada Court"), a Special Meeting of the Shareholders ("Special Meeting")
of FirstPlus Financial Group, Inc. ("FirstPlus" or the "Company") will be held
at 10:00 a.m. on April 28, 2006. The Special Meeting will be held at
Peppermill Hotel Casino, 2707 South Virginia Street, Reno, Nevada 89502, on
Friday, April 28, 2006 at 10:00 a.m., Pacific Time.
This Proxy Statement and the accompanying yellow proxy card ("Committee
Yellow Proxy Card") are being furnished to shareholders ("Shareholders") of
FirstPlus Financial Group, Inc. in connection with the solicitation of proxies
by the FPFX Shareholder Value Committee (the "Committee). The Committee consists
of your fellow Stockholders James T. Capretz, Robert D. Davis, George R.
Eberting, James P. Hanson, and Danford L. Martin.
The date of this proxy statement is April 3, 2006. The FPFX Shareholder
Value Committee intends to mail the proxy statement and the attached yellow
proxy card to the Shareholders of FirstPlus on or about April 3, 2006.
This Proxy Statement and the enclosed Committee Yellow Proxy Card are being
furnished to you, the Shareholders of FirstPlus, in connection with the
solicitation of proxies by the Committee for use at the Special Meeting and at
any adjournments, postponements or rescheduling thereof.
The Committee is proposing and soliciting proxies in support of a slate of
four candidates to be nominated and stand for election to the Board of Directors
at the Special Meeting (the "Committee Nominees"). If we become aware of
additional director positions to be voted upon at the Special Meeting, or other
matters that are to be considered at such meeting in addition to the election of
directors, we anticipate that these proxy materials will be modified in response
to such changes.
The Committee Nominees are James T. Capretz, Robert D. Davis, James P.
Hanson, and Danford L. Martin, and they will be nominated to stand for election
in opposition to the nominees of the current Board of Directors.
THE COMMITTEE URGES YOU TO VOTE "FOR" THE COMMITTEE NOMINEES ON THE ENCLOSED
COMMITTEE YELLOW PROXY CARD.
As discussed in more detail under the heading "Election of Directors" in
this Proxy Statement, Shareholders who vote on the Committee Yellow Proxy Card
will be able to vote for the election of the four Committee Nominees. The
Committee Nominees, if elected, will constitute all of the members of the Board
of Directors.
Record Date
Only Shareholders of record at the close of business on March 31, 2006
(the "Record Date") are entitled to notice of, and to vote at, the Special
Meeting. Based on publicly available information, we believe that the only
outstanding class of securities of the Company entitled to vote at the Special
Meeting is shares of the Company's voting common stock (the "Voting Common
Stock"). Based on information disclosed by the Company, at the close of business
as of March 31, 2006, 45,340,090 shares of FirstPlus' Voting Common Stock were
issued and outstanding.
Voting and Proxy Procedures
Only Shareholders of record on the Record Date will be entitled to notice
of and to vote at the Special Meeting. Each share is entitled to one vote.
Shareholders who sell shares before the Record Date (or acquire them without
voting rights after the Record Date) may not vote such shares. Shareholders of
record on the Record Date will retain their voting rights in connection with the
Special Meeting even if they sell such shares after the Record Date. Based on
publicly available information, the Committee believes that the only outstanding
class of securities of FirstPlus entitled to vote at the Special Meeting is the
Voting Common Stock.
Shares represented by properly executed Committee Yellow Proxy Cards will
be voted at the Special Meeting as marked and, in the absence of specific
instructions, will be voted FOR the election of the Committee Nominees to the
FirstPlus Board of Directors and, in the discretion of the persons named as
proxies, on all other matters as may properly come before the Special Meeting.
We are asking you to elect our Committee Nominees. The enclosed Committee
Yellow Proxy Card may only be voted for our Committee Nominees and does not
confer voting power with respect to the Company's nominees. Accordingly, you
will not have the opportunity to vote for any of FirstPlus' nominees on our
Yellow Proxy Card. You can only vote for FirstPlus' nominees by signing and
returning a proxy card provided by FirstPlus. Shareholders should refer to the
Company's proxy statement for the names, backgrounds, qualifications and other
information concerning FirstPlus' nominees. The participants in this
solicitation intend to vote all of their Shares in favor of the Committee
Nominees and will not vote their shares in favor of any of FirstPlus' nominees.
Quorum
In order to conduct any business at the Special Meeting, a quorum must be
present in person or represented by valid proxies. A quorum consists of a
majority of the shares of Voting Common Stock issued and outstanding on the
Record Date. All Shares that are voted "FOR", "AGAINST" or "ABSTAIN" (or
"WITHHOLD" in the case of election of directors) on any matter will count for
purposes of establishing a quorum and will be treated as shares entitled to vote
at the Special Meeting (the "Votes Present"). Pursuant to the Company bylaws,
the presence in person or by proxy of a majority of the voting power of shares
entitled to vote at the Special Meeting will constitute a quorum for the
transaction of business.
Votes Required For Approval
A plurality of the total votes cast ("Votes Cast") by holders of the Shares
for the Nominees is required for the election of directors and the four nominees
who receive the most votes will be elected (assuming a quorum is present). A
vote to "WITHHOLD" for any nominee for director will be counted for purposes of
determining the Votes Present, but will have no other effect on the outcome of
the vote on the election of directors.
As of the date of this filing, the members of the Committee are the
beneficial owners of 4,122,305 shares of common stock of FirstPlus or 9.1 % of
the outstanding amount.
Abstentions
Abstentions will count as Votes Present for the purpose of determining
whether a quorum is present. Abstentions will not be counted as Votes Cast in
the election of directors.
Broker Non-Votes
Shares held in street name that are present by proxy will be considered as
votes present for purposes of determining whether a quorum is present.
The term "broker non-vote" refers to shares held in street name that are
not voted with respect to a particular matter, generally because the beneficial
owner did not give any instructions to the broker as to how to vote such shares
on that matter and the broker is not permitted under applicable rules to vote
such shares in its discretion because of the subject matter of the proposal, but
whose shares are present on at least one matter. Such shares shall be counted as
Votes Present for the purpose of determining whether a quorum is present, if
voting instructions are given by the beneficial owner as to at least one of the
matters to be voted on. Broker non-votes will not be counted as Votes Present
with respect to matters as to which the record holder has expressly not voted.
Accordingly, the Committee believes that broker non-votes will have no effect
upon the outcome of voting on the election of directors.
IF YOUR SHARES ARE HELD IN THE NAME OF A BROKERAGE FIRM, BANK, BANK NOMINEE OR
OTHER INSTITUTION ON THE RECORD DATE, ONLY IT CAN VOTE SUCH SHARES AND ONLY UPON
RECEIPT OF YOUR SPECIFIC INSTRUCTIONS. ACCORDINGLY, PLEASE CONTACT THE PERSON
RESPONSIBLE FOR YOUR ACCOUNT AND INSTRUCT THAT PERSON TO EXECUTE ON YOUR BEHALF
THE PROXY CARD AS SOON AS POSSIBLE.
Revocability of Proxies
Any shareholder of the Company giving a proxy has the unconditional right
to revoke his proxy at any time prior to the voting thereof either in person at
the Special Meeting by delivering a duly executed proxy bearing a later date or
by giving written notice of revocation to the company addressed to Jack Draper,
President/CEO - FIRSTPLUS Financial Group, Inc., 5100 N. O'Connor Blvd, 6th
Floor, Irving, TX 75039; no such revocation shall be effective, however, until
such notice of revocation has been received by the Company at or prior to the
Special Meeting.
Although a revocation is effective if delivered to FIRSTPLUS, the Committee
requests that photo-copies of all revocations be mailed to the Committee in care
of Danford L. Martin, 7 Egret Lane, Aliso Viejo, CA 92656, so that the Committee
will be aware of all revocations and can more accurately determine if and when
proxies have been received from the holders of record on the Record Date of a
majority of the outstanding Shares.
Information about Committee and Committee Nominees
Information concerning the Committee and the Committee Nominees, who are
the participants in this solicitation of proxies (the "Participants"), is
provided in this proxy statement under the headings "Election of Directors" and
"Information About the Participants."
Additional Information
THIS SOLICITATION IS BEING MADE BY THE COMMITTEE, AND NOT BY OR ON BEHALF OF THE
BOARD OF DIRECTORS OF FIRSTPLUS. THERE IS NO ASSURANCE THAT THE COMPANY'S
NOMINEES WILL SERVE (IF ELECTED) WITH ANY OF THE COMMITTEE'S NOMINEES.
Your vote is extremely important in deciding the future of FIRSTPLUS. We
urge you to mark, sign, date and return the enclosed yellow proxy card to vote
FOR the election of James T. Capretz, Robert D. Davis, James P. Hanson, and
Danford L. Martin and return it TODAY in the envelope provided (no postage is
required if mailed in the United States).
WE URGE YOU NOT TO SIGN ANY PROXY CARD SENT TO YOU BY FIRSTPLUS. IF YOU HAVE
ALREADY DONE SO, YOU MAY REVOKE YOUR PROXY BEFORE IT IS VOTED BY DELIVERING A
LATER-DATED YELLOW PROXY CARD, OR BY VOTING IN PERSON AT THE SPECIAL MEETING, OR
BY DELIVERING TO FIRSTPLUS (ATTENTION: JACK DRAPER, 5100 N. O'CONNOR BLVD., 6th
FLOOR, IRVING, TX 75039) WRITTEN NOTICE STATING THAT THE PROXY IS REVOKED. SEE
"VOTING PROCEDURES" AND "PROXY PROCEDURES" BELOW.
If you have any questions about giving your proxy or require assistance,
please call: Danford Martin at (800) 688-7767 or (877) NEW-FPFX (877-639-3739).
REASONS FOR SOLICITATION
Following are reasons the Committee is soliciting proxies from Company
Shareholders to be voted in favor of the four (4) Committee Nominees: (1)
Danford L. Martin, (2) James T. Capretz, (3) James P. Hanson, and (4) Robert D.
Davis who are nominated for an opposing slate to Company nominated director
candidates:
o The Company has failed to hold an annual meeting or election of
directors since March 1998.
o The Company has also failed to provide audited financial statements to
the shareholders for over seven (7) years (other than the 10-KSB
tardily filed September 22, 2005, the 10-QSB tardily filed October 25,
2005 and the 10-QSB tardily filed October 25, 2005, and the 10-QSB
filed tardily November 21, 2005).
o Prior to the Court order for this Special Meeting, the Company had not
filed annual reports on Form 10-K (as required by the Securities and
Exchange Commission) since December 9, 1997. Also prior to the Court
order for this Special Meeting, the Company had not filed a quarterly
report on Form 10-Q (as required by the Securities and Exchange
Commission) since November 16, 1998.
o Because of the above, in March 2005, 73 shareholders of FirstPlus
filed a Petition to order an election of directors of FirstPlus and a
Complaint for equitable, declaratory, and injunctive relief in the
matter captioned Danford L. Martin, et. al. v. FirstPlus Financial
Group, Inc., et al., Case No. CV05-00465, pending in the Second
Judicial District Court of the State of Nevada in and for the County
of Washoe ("Nevada litigation"), as provided for by NRS 78.345: "NRS
78.345 Election of Directors by order of court upon failure of regular
election.
1. If any corporation fails to elect directors within 18 months after the
last election of directors required by NRS 78.330, the district court
has jurisdiction in equity, upon application of any one or more
stockholders holding stock entitling them to exercise at least 15
percent of the voting power, to order the election of directors in the
manner required by NRS 78.330.
2. The application must be made by petition filed in the county where the
registered office of the corporation is located and must be brought on
behalf of all stockholders desiring to be joined therein. Such notice
must be given to the corporation and the stockholders as the court may
direct.
3. The directors elected pursuant to this section have the same rights,
powers and duties and the same tenure of office as directors elected
by the stockholders at the annual meeting held at the time prescribed
therefore, next before the date of the election pursuant to this
section, would have had."
The following Committee members participated in that Shareholder Petition:
Robert D. Davis, George R. Eberting, James P. Hanson, and Danford L Martin.
As a result of this, the Court ORDERED the Company to hold a Special
Election of directors in Reno, Nevada (where the Court is located). The
election of directors is scheduled for April 28, 2006.
o The Company has failed to file federal income tax returns for the
years 2002, 2003, and 2004.
o Despite the Company's repeated promises, it has failed to restate its
financial statements for the three-year period ended September 30,
1997, and has failed to obtain audited financial statements for any
period following September 30, 1997 (other than the 10-KSB tardily
filed September 22, 2005, the 10-QSB tardily filed October 25, 2005
and the 10-QSB tardily filed October 25, 2005).
o The engagement letter for the Company's current auditor merely
provides for the auditor to audit the Company's balance sheet as of
December 31, 2004 and the related statements of operations,
stockholders' equity, and cash flows for the periods ended December
31, 2003 and 2004. This leaves a black hole from October 1, 1994
through December 31, 2002.
Summary - Because of the reasons stated above, the Committee believes that
it is imperative to replace the present Board of Directors in an attempt to
salvage our investment in the Company of the substantial value the Committee
believe still remains, and return that value to the current shareholders, who
are the owners of the Company. As a result, most of the Committee members
participated in the Shareholder Petition described in the fourth bullet above.
During the April 12, 2005 Hearing, Mr. Jack Draper (President of FirstPlus)
introduced himself to several Shareholders (five or six). Among the Shareholders
were three (Danford Martin, James Hanson, and George Eberting) who later became
part of the "Committee". Danford Martin and James Hanson did not engage in
conversation with Mr. Draper. Mr. Draper had a brief conversation with Mr.
Eberting. As more particularly described in Schedule I below, some members of
the Committee are not holding Company securities merely to recoup value, but
continue to purchase and sell those securities.
Subsequently on July 13, 2005, a "Notice of Nomination" nominating seven (7)
Directors was sent to the Company and their Counsel, as within the last two
years, the Company had as many as 7 Directors. The Company's legal counsel
notified the Committee's legal counsel that only 4 Directors will be elected at
the up-coming special meeting. On July 27, 2005 a re-constituted Committee sent
the Company a revision to the "Notice of Nomination" resulting with the
nomination of four (4) Committee Nominees: (1) Danford L. Martin, (2) James T.
Capretz, (3) James P. Hanson, and (4) Robert D. Davis who are nominated for an
opposing slate to Company's nominated director candidates. Nominations of our
candidates will be made at the Special Meeting of Shareholders in compliance
with the Company's articles of incorporation.
PROPOSAL ONE
ELECTION OF DIRECTORS
Committee Nominees
The authorized number of directors of the Company is currently
established at four. All four (4) positions will be voted for at the Special
Meeting. The Committee will nominate an opposing slate to replace the entire
board because of their violations of shareholder rights noted above. The
Committee Nominees have not been nominated by the Board. The Board has not held
a shareholder meeting in over seven years, denying the Company shareholders of
their right to vote. Also, there were no audited financial reports prepared over
the same period (other than the 10-KSB tardily filed September 22, 2005, the
10-QSB tardily filed October 25, 2005 and the 10-QSB tardily filed October 25,
2005 and the 10-QSB filed tardily November 21, 2005).
If elected, the Committee Nominees intend to promptly perform a
comprehensive review of the Company's past activities, in order to consider a
course of action (and a more in-depth Business Plan) to maximize shareholder
value. Furthermore the Nominees intend to hold annual shareholder meetings,
oversee the issuance of audited financial statements, and keep shareholders and
investors informed of the Company's progress, to the extent that available
resources will allow.
Given the lack of audited financial reports (other than the 10-KSB
tardily filed September 22, 2005, the 10-QSB tardily filed October 25, 2005 and
the 10-QSB tardily filed October 25, 2005 and the 10-QSB filed tardily November
21, 2005) and lack of shareholder meetings over the last seven years, the
Committee believes that it is imperative to replace the present Board of
Directors. There is no assurance that, even if our nominees are elected, they
will be able to successfully carry out each of the items mentioned above.
The Committee's proxy statement serves as our notice to nominate an
opposing slate of director candidates and solicits your vote to elect the
following slate, who are running in opposition to the current Board. Nominations
of our candidates will be made at the Special Meeting of Shareholders in
compliance with the Company's articles of incorporation.
Danford L. Martin
James T Capretz
James P. Hanson
Robert D. Davis
The following table sets forth the name, age, business address, present
principal occupation and business experience for the past five years, and
certain other information, with respect to each of the Committee Nominees. This
information has been furnished by the respective Committee Nominees. Each of the
Committee Nominees has consented to serve as a director and, if elected, would
hold office until his successor is duly elected or until his earlier death,
retirement, resignation or removal.
Name (age) Address Business Experience
------------------ -------------------
Danford Martin (66) Danford L. Martin spent 35 years in the computer
7 Egret Lane field of `IS' (Information Systems) from 1967 through
Aliso Viejo, CA 92656 2002. He worked as a consultant to several large
corporations the last 10 years of that period. He was
principal, Chief Financial Officer and Director of
Millennium Information Services Inc., an `IS'
consulting firm in Southern California from 1997 to
2002. Mr. Martin retired from Millennium Information
Services and closed his business in December, 2002.
Mr. Martin has also been a licensed real estate
broker in California since 1975 and is currently
owner and broker of the residential real estate firm
Pacific Horizons. He has extensive knowledge of
residential sales, property evaluations, home
mortgages and loans.
Mr. Martin served seven years in the US. Army, with
special assignments to NATO - Greece, MAAG - Iran,
and 5th Army Headquarters - Chicago.
Mr. Martin has been an investor in FirstPlus
Financial Group, Inc. since 1997.
James T. Capretz (65) James T. Capretz has been a member of the Louisiana
Capretz and Associates State Bar since 1963, and the California State Bar
5000 Birch St. West Tower since 1969. He has been the principal of the Newport
Suite 2500 Beach law firm of Capretz & Associates and earlier
Newport Beach, CA 92660 law firms he founded since 1970. He is listed in the
Martindale-Hubbell Bar Registry of Preeminent
Lawyers. He was the only attorney in private practice
named in the initial publication of the top 50 most
influential business people in Orange County by the
Orange County Business Journal.
Mr. Capretz was the founder and Chairman of the Board
of Western Interstate Bancorp, Inc., a financial
service holding company based in Irvine, California,
and Citizens Thrift and Loan, a California state
charted thrift and loan company, until the two
companies were sold in September, 1998 to FirstPlus
Financial Group, Inc., whereupon Citizens Thrift and
Loan became FirstPlus Bank. Mr. Capretz has had no
relationships with FirstPlus or its subsidiaries
subsequent to the sale.
Mr. Capretz serves as Special Counsel in the national
product liability class action entitled Bowling vs.
Pfizer, et al. in federal district court in
Cincinnati, Ohio and he holds a position of
responsibility in federal class district lawsuits
across the United States, since 1992. He is a Special
Master for the State Bar of California and serves as
a Judge Pro Tem for the Orange County Superior Court
and as a member of the Arbitration Panel of the
Orange County Superior Court, since 1990. He is a
member of the National Association of Securities
Dealers Inc., Board of Arbitrators, since 1999. He
periodically writes and lectures on topics of legal
interest. He holds a certificate of completion from
the Harvard Law School Mediation Workshop for
Lawyers. He was the founder of ProMediate, an
alternative dispute resolution service, which was
started in 1992 to resolve complex civil litigation
matters.
Mr. Capretz currently serves as a member of the St.
Joseph Hospital Advisory Board and is a board member
of the Holy Cross School in New Orleans, Louisiana.
In the early 90's (1990 to 1992) Mr. Capretz was a
director of Taylor Woodrow Construction Co., a
California state wholly owned subsidiary of Taylor
Woodrow, a publicly-held London, England corporation
and of Saffel & McAdams, Inc., a commercial and
industrial construction company that was based in
Irvine, California. He has served as chairman of the
XXIII Olympic Support Committee of the Orange County
Bar Association and as a member of the bar's Real
Estate section. He has also been a member of the
Board of Directors of the Industrial League of Orange
County; the Foundation Boards of St. Joseph's
Hospital, the University of California at Irvine and
the Orange County-wide Leadership Awards Committee
for high school seniors, a program sponsored by the
Irvine Company. He has been a member of the
Chancellor's Club at the University of California at
Irvine and at the University of California at Santa
Barbara.
James Hanson (59) James P. Hanson is a Certified Public Accountant with
22973 Sutro Street the specialty designation of Personal Financial
Hayward, CA 94541 Specialist. His public accounting practice, since
1975, is located in Hayward, California. The firm,
James P. Hanson Accountancy Corp., provides tax and
accounting services as well as estate, retirement and
personal financial planning services. Mr. Hanson is a
1968 graduate of Fresno State University.
Mr. Hanson is also a California Real Estate Licensee
actively involved in mortgage financing and
refinancing. Mr. Hanson is a Registered Investment
Advisor (RIA) and has Series 22 and 63 NASD
Securities licenses.
Mr. Hanson has served on the Board of Directors of
TriNet Employer Group, a San Leandro, California
based human resource outsourcing firm, from 1990 to
August, 2005.
Mr. Hanson has served on the Board of Directors of
the Hayward California Chamber of Commerce on and off
for the past 25 years, and has just begun serving as
a Director of the Hayward Rotary Club. Mr. Hanson has
been serving as a Director of the Southern Alameda
County Estate Planning Council since 1996.
Mr. Hanson also serves on the Board of Directors of
St Rose Hospital Foundation as the Treasurer.
Robert D. Davis (74) Robert D. Davis has been a Certified Public
809 Eastover Circle Accountant from 1977 until retirement in September,
Deland, FL 32724 1997.
Mr. Davis entered the United States Navy in 1948 as
an Apprentice Seaman. He retired from the Navy in
1969 as an officer. During his naval career he was
primarily involved in intelligence, administration
and personnel. He served several tours in the
Pentagon in the Department of Defense, and in the
Office of Naval Intelligence.
In 1969, Mr. Davis attended the University of
Georgia. In 1970, he graduated with a Bachelor of
Science degree in Computers. He was in the top 6% of
his graduating class in the College of Business. In
1971, he received the Master of Accountancy degree
from the University of Georgia.
During the period 1972 through 1974, Mr. Davis was
employed as an Assistant Professor of Accounting at
Valdosta State University, and University of West
Georgia. During the period 1975 - 1977, Mr. Davis was
employed at South East Missouri State University as
an Assistant Professor of Accounting.
In 1977, Mr. Davis passed the Certified Public
Accountant examination in Missouri and was awarded
the CPA certificate. Later that year he moved to
Florida where he was issued a license as a CPA.
Mr. Davis has been a member of the DeLand area Lions
Club and served various executive positions,
including a term as President.
If the Committee Nominees are elected and take office as directors, they
intend to discharge their duties in compliance with all applicable legal
requirements, including the general fiduciary obligations imposed upon corporate
directors. If the Committee Nominees are elected, they will not receive any
compensation from the Company other than compensation regularly paid by the
Company to its directors.
Each of the Committee Nominees has consented to be named in this proxy
statement and to serve as a director until the expiration of his or her
respective term and until such nominee's successor has been elected and
qualified or until the earlier resignation or removal of such nominee. We have
no reason to believe that any of the nominees named above will be disqualified
or unable or unwilling to serve if elected. However, if any of the nominees are
unable to serve or for good cause will not serve, proxies may be voted for
another person nominated by the Committee to fill the vacancy.
Shares represented by properly executed Committee Yellow Proxy Cards will
be voted at the Special Meeting as marked and, in the absence of specific
instructions, will be voted in favor of the election of the Committee Nominees
to the Board, and in the discretion of the persons named as proxies on all other
matters as may properly come before the Special Meeting.
The Committee does not intend to present any business at the Special
Meeting for a vote other than the matters set forth in the Notice and has no
information that others will do so. If other matters requiring a vote of the
stockholders properly come before the Special Meeting, it is the intention of
the person's names in the accompanying form of proxy to vote the shares
represented by the proxies held by them in accordance with their judgment on
such matters.
Required Vote
The four (4) nominees receiving the highest number of votes of the shares
entitled to be voted for such nominees shall be elected as Directors. Votes
withheld from any Director will be counted for purposes of determining the
presence or absence of a quorum for the transaction of business at the Special
Meeting, but have no other legal effect upon election of Directors.
IF YOU WISH TO VOTE FOR THE ELECTION OF THE COMMITTEE NOMINEES TO THE BOARD,
PLEASE SIGN, DATE AND RETURN PROMPTLY THE ENCLOSED YELLOW PROXY CARD IN THE
POSTAGE-PAID ENVELOPE PROVIDED.
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING
HOW DO I VOTE IN PERSON?
If you owned shares of First Plus' common stock on the record date, March 31,
2006, you may attend the special meeting and vote in person. If you are not the
record holder of your shares, please refer to the discussion following the
question "What if I am not the record holder of my shares?" If you hold your
shares in the name of a bank or broker, you will not be able to vote in person
at the special meeting, unless you have previously specially requested and
obtained a "legal proxy" from your bank or broker and present it at the special
meeting.
WHEN YOU SIGN AND RETURN THE YELLOW PROXY CARD YOU WILL BE VOTING FOR OUR
NOMINEES TO SERVE AS DIRECTORS UNLESS YOU APPROPRIATELY MARK YOUR CARD
OTHERWISE.
WE BELIEVE THAT IT IS IN THE BEST INTEREST OF SHAREHOLDERS TO ELECT OUR NOMINEES
AT THE SPECIAL MEETING, AND STRONGLY RECOMMEND A VOTE "FOR" THE ELECTION OF EACH
OF OUR NOMINEES AND "FOR" THE ADOPTION OF EACH OF OUR PROPOSALS (IF ANY).
HOW DO I VOTE BY PROXY?
To vote by proxy, you should complete, sign and date the enclosed yellow proxy
card and return it promptly in the enclosed postage-paid envelope. To be able to
vote your shares in accordance with your instructions at the special meeting, we
must receive your proxy as soon as possible but in any event prior to the
special meeting.
WHAT IF I AM NOT THE RECORD HOLDER OF MY SHARES?
If your shares are held in the name of a brokerage firm, bank nominee or other
institution (a "Custodian"), only the Custodian can give a proxy with respect to
your shares. You may have received either a blank, executed proxy card from your
custodian (which you can complete and send directly to the Custodian) or an
instruction card (which you can complete and return to the Custodian to direct
its voting of your shares). If your Custodian has not sent you either a blank,
executed proxy card or an instruction card, you may contact the Custodian
directly to provide it with instructions. If you need assistance, please contact
the FPFX SHAREHOLDER VALUE COMMITTEE at the address and/or phone numbers set
forth below.
If your shares are held in the name of a Custodian, and you want to vote in
person at the special meeting, you may request a document called a "legal proxy"
from the Custodian and bring it to the special meeting. If you need assistance,
please contact the FPFX SHAREHOLDER VALUE COMMITTEE at the address and/or phone
numbers set forth below.
FPFX Shareholder Value Committee
c/o Danford L. Martin
7 Egret Lane
Aliso Viejo, CA 92656
877-NEW-FPFX (877-639-3739)
WHAT SHOULD I DO IF I RECEIVE A PROXY CARD?
Proxies are also being solicited by the incumbent management and board of
FIRSTPLUS. If you submit a proxy to us by signing and returning the enclosed
yellow proxy card, then you should NOT sign or return the proxy card (or follow
any voting instructions) provided by the incumbent management and Board of
FIRSTPLUS unless you intend to change your vote, because only your latest-dated
proxy will be counted.
If you have already sent a proxy card to FIRSTPLUS or your Broker, you may
revoke it and provide your support for our nominees by signing, dating and
returning the enclosed yellow proxy card.
WHAT IF I WANT TO REVOKE MY PROXY?
If you have already given a proxy, you may revoke it at any time before it is
voted on your behalf. You may do so in three ways:
o by delivering a later-dated proxy directly to the Company or to us,
the Committee; or
o by delivering a written notice of revocation directly to the Company
or to us; or
o by voting in person at the special meeting.
SHOULD I SUBMIT A PROXY IF I PLAN TO ATTEND THE SPECIAL MEETING?
Whether you plan to attend the special meeting or not, we urge you to submit a
proxy card. Returning the enclosed yellow proxy card will not affect your right
to attend the special meeting and vote.
WHO CAN VOTE?
You are eligible to vote or to execute a proxy only if you owned shares of the
Company's common stock on the record date for the special meeting, April 28,
2006. Even if you sell your shares after the record date, you will retain the
right to execute a proxy in connection with the special meeting. It is important
that you grant a proxy regarding shares you held on the record date, or vote
those shares in person, even if you no longer own those shares.
Based on information disclosed by the Company, at the close of business on the
record date, 45,340,090 shares of FirstPlus' Voting Common Stock were issued and
outstanding.
HOW MANY VOTES DO I HAVE?
With respect to each matter to be considered at the special meeting, each
shareholder will have one vote for each share of First Plus's Voting Common
Stock held by it on the record date.
HOW WILL MY SHARES BE VOTED?
If you give a proxy on the accompanying yellow proxy card, your shares will be
voted as you direct. If you submit a proxy to the Committee without
instructions, their representatives will vote your shares in favor of all of our
proposals. Submitting a yellow proxy card will entitle our representatives to
vote your shares in accordance with their discretion on matters not described in
this proxy statement that may arise at the special meeting. As of the date of
this proxy statement, we know of no such matters.
Unless a proxy specifies otherwise, it will be presumed to relate to all shares
held of record on the record date by the person who submitted it.
WHAT IS A "QUORUM" AND WHY IS IT NECESSARY?
Conducting business at the special meeting requires a quorum. For a quorum to
exist, shareholders representing a majority of the outstanding shares entitled
to vote must be present in person or represented by proxy. Under the Nevada
Business Corporation Act, First Plus's articles of incorporation and bylaws,
abstentions and broker non-votes are treated as present for purposes of
determining whether a quorum exists.
WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL AND HOW WILL VOTES BE COUNTED?
If a quorum is present, directors will be elected by a plurality of the votes
cast. This means that the four (4) nominees receiving the highest number of
votes will be elected as directors.
Broker-dealers do not have discretionary authority for beneficial owners in
contested matters that are solicited by both contestants. Abstentions and broker
non-votes with respect to beneficial owners solicited by the Committee on the
one hand, or the Company, on the other hand, will not have the effect of a vote
for or against the election of any nominees. The Company's articles of
incorporation do not permit shareholders to cumulate their votes.
AM I ENTITLED TO APPRAISAL RIGHTS?
The Company shareholders do not have dissenter's rights of appraisal as a result
of this solicitation or the adoption of any of the proposals included in this
proxy statement.
HOW CAN I RECEIVE MORE INFORMATION?
If you have any questions about giving your proxy or about our solicitation, or
if you require assistance, please contact the FPFX Shareholder Value Committee,
% Danford L. Martin, (800) 688-7757 or (877) NEW-FPFX (877-639-3739).
PROXY SOLICITATION AND EXPENSES
The solicitation to which this proxy statement relates is being made by the
Participants. The Participants may solicit proxies in person and by mail, press
release, advertisements in newspapers, magazines and/or trade publications,
telephone, telecopy, telegraph, electronic mail, Internet (World Wide Web)
publication, television, radio and newspapers. The FPFX Shareholder Value
Committee's website, www.fpfx.org will be used to contain soliciting material.
The internet message board at ragingbull.lycos.com (devoted for FirstPlus
Financial Group stock, symbol FPFX) will be used to reference the Committee's
website. No person identified above has or will receive compensation for
soliciting proxies.
General Rules and Regulation pertaining to this Proxy Statement identifies
a "Person Making the Solicitation" (among others) as "Any person who finances or
joins with another to finance the solicitation of proxies, except persons who
contribute not more than $500 and who are not otherwise participants". Persons
subject to the rule above (and who contribute more than $500) need to meet the
requirements of Regulation 13D-G and Regulation 14A.
The Participants plan to employ a proxy mailing Service Company to ask
banks, brokers, custodians, nominees, other institutional holders and other
fiduciaries to forward all soliciting materials to the beneficial owners of the
shares that those institutions hold of record. Those institutions will be
reimbursed for reasonable expenses that they incur in connection with forwarding
our materials and for processing proxy cards.
The entire expense of this proxy solicitation is being borne by the
Committee, except that FirstPlus has agreed to pay the actual cost of printing
and mailing of Committee's proxy materials up to a cap of $20,000. The Committee
may, particularly if the Committee Nominees are elected to FirstPlus' Board of
Directors, seek reimbursement of its additional expenses from FirstPlus. The
Committee does not intend to seek stockholder approval of any such
reimbursement.
Costs related to our solicitation of proxies include expenditures for
printing, postage, legal services and other related items. Total expenditures
are expected to be approximately $65,000 to $75,000. To date, the Committee has
incurred approximately $44,300 in furtherance of our proxy solicitation,
which includes litigation expenditures to date.
In the Nevada litigation, 73 shareholders of FirstPlus filed a Petition to
order an election of directors of the Company and a Complaint for equitable,
declaratory, and injunctive relief. The following Committee members participated
in that Shareholder Petition: Robert D. Davis, George R. Eberting, James P.
Hanson, and Danford L Martin. Total expenditures for the Nevada litigation are
expected to be approximately $200,000 to $225,000. Expenditures incurred to date
for the Nevada litigation is approximately $190,000, of which the Company has
paid $25,000. These costs of litigation include the costs of litigation
necessary to have the Nevada Court compel the special meeting and election of
directors and do not include any other litigation expenses.
Total expenditures incurred to date for the Nevada litigation and the
solicitation of proxies (combined) is approximately $234,300.
INFORMATION CONCERNING THE PARTICIPANTS
The Committee and the Committee Nominees for directors at the Special
Meeting are "participants" (as defined in instruction 3 to Item 4 of Rule
14a-10l of the Exchange Act) in this proxy solicitation. Information relating to
the beneficial ownership of common stock of FirstPlus by the participants in
this solicitation and certain other information relating to the participants is
set forth below and in Schedule I. None of the participants in this solicitation
are party to any commercial dealings with FirstPlus or its subsidiaries required
to be discussed pursuant to Schedule 14A promulgated under the Exchange Act,
which governs the disclosure contained in this proxy statement.
This proxy solicitation is being made by the FPFX Shareholder Value
Committee. The FPFX Shareholder Value Committee is separate and distinct from
the FPFX Steering Committee. The FPFX Steering Committee was formed in
approximately June 2000. At that time, the FPFX Steering Committee's members
were Greg Chase, George Davis, George R. Eberting, Dough Schlaier, and Danford
L. Martin. Shortly thereafter, Mr. Chase, Mr. Davis, and Mr. Schlaier resigned
and/or were removed from the FPFX Steering Committee. In approximately October
2000, Kenneth Bolster and Rupen Gulenyan, both of whom are shareholders of the
Company, joined the FPFX Steering Committee. Since November 2000, the FPFX
Steering Committee's primary purpose and goal is to gather and disseminate (via
electronic mail and regular mail) a newsletter to Company shareholders who
requested it, sharing information of interest related to the Company. The FPFX
Steering Committee is not intending to solicit proxies and the newsletters are
not intended to be solicitation for a proxy or vote of any kind. On October 5,
2005, Mr. Gulenyan resigned from the FPFX Steering Committee. Thus the current
members of the FPFX Steering Committee are Kenneth W. Bolster, George R.
Eberting, and Danford L. Martin. Although two members of the FPFX Shareholder
Value Committee (Mr. Martin and Mr. Eberting) also belong to the FPFX Steering
Committee, the FPFX Steering Committee is not part of the FPFX Shareholder Value
Committee. Therefore, this Proxy Statement is filed only on behalf of the FPFX
Shareholder Value Committee and its members, James T. Capretz, Robert D. Davis,
George R. Eberting, James P. Hanson and Danford L. Martin. The Steering
Committee has established a legal action fund called the FPFX Shareholder Action
Fund, part of which has been applied to the defense of George Davis in the
lawsuit captioned FirstPlus Financial Group, Inc., et al. v. George T. Davis, et
al., pending in the 298th District Court of Dallas County, Texas (the "Texas
Litigation"), and the remainder of which has been used to bring the "Nevada
litigation" against FirstPlus. The FPFX Steering Committee may have participated
in the solicitation through its periodic newsletter and collections for the FPFX
Shareholder Action Fund, so in that regard, Mr. Bolster is added to this Proxy
Statement. This Proxy Statement also includes information regarding Shareholder
who have contributed more than $500 to the FPFX Shareholder Action Fund
("Contributors"). The inclusion of information regarding the Contributors in
this proxy statement is not an admission, nor shall it be construed as an
admission, that the Contributors are participants in the solicitation being made
by the FPFX Shareholder Value Committee, or that the Contributors are members of
the FPFX Shareholder Value Committee, the FPFX Steering Committee, or any other
group. Likewise, the inclusion of information regarding these shareholders in
this proxy statement is not an admission, nor shall it be construed as an
admission, that such shareholders are the beneficial owners of any securities
described in this proxy statement.
Except as set forth in this Proxy Statement (including the Schedules
hereto), (i) during the past 10 years, no participant or Contributor in this
solicitation has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors); (ii) no participant or Contributor in this
solicitation directly or indirectly beneficially owns any securities of
FirstPlus; (iii) no participant or Contributor in this solicitation owns any
securities of FirstPlus which are owned of record but not beneficially; (iv) no
participant in this solicitation has purchased or sold any securities of
FirstPlus during the past two years; (v) no part of the purchase price or market
value of the securities of FirstPlus owned by any participant or Contributor in
this solicitation is represented by funds borrowed or otherwise obtained for the
purpose of acquiring or holding such securities; (vi) no participant or
Contributor in this solicitation is, or within the past year was, a party to any
contract, arrangements or understandings with any person with respect to any
securities of FirstPlus, including, but not limited to, joint ventures, loan or
option arrangements, puts or calls, guarantees against loss or guarantees of
profit, division of losses or profits, or the giving or withholding of proxies;
(vii) no associate of any participant or Contributor in this solicitation owns
beneficially, directly or indirectly, any securities of FirstPlus; (viii) no
participant or Contributor in this solicitation owns beneficially, directly or
indirectly, any securities of any parent or subsidiary of FirstPlus; (ix) no
participant or Contributor in this solicitation or any of his/its associates was
a party to any transaction, or series of similar transactions, since the
beginning of FirstPlus' last fiscal year, or is a party to any currently
proposed transaction, or series of similar transactions, to which FirstPlus or
any of its subsidiaries was or is to be a party, in which the amount involved
exceeds $60,000; (x) no participant or Contributor in this solicitation or any
of his/its associates has any arrangement or understanding with any person with
respect to any future employment by FirstPlus or its affiliates, or with respect
to any future transactions to which FirstPlus or any of its affiliates will or
may be a party; and (xi) no person, including the participants or Contributors
in this solicitation, who is a party to an arrangement or understanding pursuant
to which the Nominees are proposed to be elected has a substantial interest,
direct or indirect, by security holdings or otherwise in any matter to be acted
on at the Special Meeting.
In addition, other than as set forth in this Proxy Statement, there are no
contracts, arrangements or understandings entered into by the Committee, or any
other participant or Contributor in this solicitation or any of their respective
associates within the past year with any person with respect to any of the
Company's securities, including, but not limited to, joint ventures, loan or
option arrangements, puts or calls, guarantees against loss or guarantees of
profit, division of losses or profits, or the giving or withholding of proxies.
In addition, other than as set forth in this Proxy Statement, none of the
Committee Nominees nor members of the Committee, or any other participant or
Contributor in this solicitation or any of their respective associates has been
engaged in contracts, negotiations or transactions with the Company or its
affiliates concerning a merger, consolidation, acquisition, tender offer or
other acquisition of securities, election of directors or a sale or other
transfer of a material amount of assets; or has had any other transaction with
the Company or any of its executive officers, directors or affiliates that would
require disclosure under the rules and regulations of the Commission.
There are no family relationships between any of the Committee Nominee and
any current director, executive officer, or Committee Nominee. However, Robert
D. Davis is a brother of George T. Davis, a prior Director of the Company and
who has also served as the Trustee of the FirstPlus Financial Group, Inc.
Grantor Trust.
The Committee members are unaware of any existing company agreements with
change in control provisions that may be triggered by the election of our
nominees.
The following table sets forth the name, age, business address, present
principal occupation and business experience during the past five years, the
name and principal business of any corporation or other organization (in which
such occupations and employment were carried out) for each Committee member
and/or Contributor (who contributed over $500 to the legal action fund (FPFX
Shareholder Action Fund) established by the FPFX Steering Committee) and who is
not a nominee, who state that such corporations or organizations are not a
parent or subsidiary or any affiliate of the Company. The inclusion of
information regarding the Contributors in this proxy statement is not an
admission, nor shall it be construed as an admission, that the Contributors are
participants in the solicitation being made by the FPFX Shareholder Value
Committee, or that the Contributors are members of the FPFX Shareholder Value
Committee, the FPFX Steering Committee, or any other group. Likewise, the
inclusion of information regarding these shareholders in this proxy statement is
not an admission, nor shall it be construed as an admission, that such
shareholders are the beneficial owners of any securities described in this proxy
statement.
NAME (AGE) ADDRESS BUSINESS BACKGROUND
Kenneth W. Bolster (54) 8622 Vivian Mr. Bolster worked at Crouse-Irving
Bass Way, Odessa, FL 33556 Memorial Hospital, Syracuse New York,
and its subsidiary Health Care Data
Systems, Inc. for twenty-four years in
the Data Processing Department, in
varying capacities. In 1994 Mr.
Bolster retired as Senior Director of
Systems Services. While at the
hospital he helped establish the
Crouse-Irving Memorial Hospital
Federal Credit Union and also served
as a member of the Board of Directors
for four years. During Mr. Bolster's
retirement he has been doing community
service work, teaching PC skills to
seniors, raising funds for local High
Schools, and other such activities. He
has been an active member of the local
Rotary Club and has served as a
Director at the local YMCA.
Forrest Caton (54), 3019 Potosi Road, Forrest Caton and his brother Thomas
Abilene, TX 79602 H. Caton have been in the farming and
ranching business as principles of
Caton Farms Inc., Abilene, Texas for
more than 25 years.
Thomas H. Caton (65) Forrest Caton and his brother Thomas
Caton Farms Inc., 17620 F.M. Road H. Caton have been in the farming and
1082, Abilene, TX 79601 ranching business as principles of
Caton Farms Inc., Abilene, Texas for
more than 25 years.
Caton Farms Inc. Forrest Caton and his brother Thomas
17620 F.M. Road 1082 H. Caton have been in the farming and
Abilene, TX 79601 ranching business as principles of
Caton Farms Inc., Abilene, Texas for
more than 25 years.
George J. Columbo (55) Mr. Columbo is the owner/operator of
1629 S. Iris Way TGS Distributing, an independent
Lakewood, CO 80232 wholesale distributor of key
accessories supplying retail outlets
such as hardware stores, grocery
stores and locksmiths in a 3 state
area (Colorado, Wyoming & New Mexico).
He has owned this business for 6
years. Prior to TGS Distributing, he
owned The Postal Center Corp. for 13
years, a retail business service
operation specializing in mail
receiving/shipping , packaging and the
rental of moving equipment / supplies.
David R. Cruse (49), 405 Scott Street Mr. Cruse has been in the home
Edwardsville, IL 62025 remodeling business for the past 10
years, using the DBA of HandyMan.
Harry Dender (51) Harry Dender graduated from California
20270 Ponderosa Way State University of Northridge
Fiddletown, CA 95629 California in 1974 with a Bachelors of
Science Degree. Upon graduation he
applied a nursing program and
completed an Associated Science Degree
for Nursing in 1976. He has worked for
the past 20 years a Kaiser Permanente
Hospital in Sacramento California. He
is the chairperson for the
Professional Performance Committee and
one of the Labor Representative for
California Nurses Association at the
Kaiser facility in Sacramento.
James A. Doglio (50) Mr. Doglio has held a number of
5358 Richards Drive professional and managerial positions
Mentor, OH 44060 in the petrochemical industry. He is
currently employed as a North American
Regional Commercial Manger by The
Lubrizol Corporation, based in
Wickliffe, Ohio.
George R. Eberting (70) Mr. Eberting earned a B.A. in Business
732 Harvest Road, Bothell, WA 98021 Administration from the University of
Administration from the University of
Puget Sound, Washington, in 1959. In
1964, Mr. Eberting earned an M.B.A.
from the University of Washington. Mr.
Eberting served as Assistant Professor
of Marketing and Business Statistics,
Seattle University, from 1967 to 1972.
Mr. Eberting was Vice
President/Director of the original
Cake & Steak House, Inc. from 1972 to
1973. Mr. Eberting was
President/Broker of Commercial
property Development Inc., from 1972
to 1981. Mr. Eberting served as
President/Director of Eberting Foods,
Inc., from 1981 to 1990. From 1990
through the present, Mr. Eberting has
been an investor in real estate and
owner/builder projects.
Michael Gary (58) Mr. Gary is currently employed as a
4113 Brook Way full time pharmacist with Wal-Mart
Birmingham, AL 35213 Associates, Inc. , store #562 in
Leeds, AL 35094. Employed from July
1998 to present. Previously employed
by Rite-Aid Pharmacy in Hueytown, AL.
from approximately 1997 to 1998. He is
a member of the Jefferson County, AL
Pharmacists Association.
Mario Gonzalez (49) Mr. Gonzalez has worked for G.E.
201 178th Dr. Apt 409 Health Care Service, Atlanta, Georgia
North Miami Beach, FL 33160 from 1995 to present.
Rupen Gulenyan (57) Rupen Gulenyan has been a
3040 E. Tremont Ave., Suite 201 self-employed Enrolled Tax Agent since
Bronx, NY 10461 1985. Being in taxation as an Enrolled
Agent, Mr. Gulenyan has represented a
number of taxpayers and business in
tax filings at the Federal and State
level. Mr. Gulenyan, born in Istanbul,
Turkey, came to the United States in
January 1967, studied accounting and
taxation in Bernard Baruch College
until 1975. He became a naturalized
citizen and made it possible for his
parents, his two sisters and their
spouses to immigrate to this country.
Prior to his own practice, Mr.
Gulenyan worked as an accountant for
ADP of New York, Branch Motor Express
Co. and Columbia Pictures Inc. for
about 8 years. Mr. Gulenyan has been
an investor in FirstPlus Financial
Group, Inc. since 1999.
James O. Guthrie (56) Mr. Guthrie has been retired since
5203 Camellia Lane 1995.
Lumberton, NC 28360
Steve M. Kutchman (54) Mr. Kutchman has been a Control
103 6th St., Fulton, IL 61252 Technologist for Equistar Chemicals,
Clinton, Iowa since 1987.
James L. Leimach (59) Mr. Leimach has been employed as the
34 Sendero, Rancho Santa Margarita, General Manager of Power Nissan
CA 92688 Torrance for the past 10 years. The
address is 20710 Hawthorne Blvd,
Torrance, CA, 90503.
Thomas W. MacFarlane III (48) California Licensed Real Estates
10252 Pinecastle Street Broker with over 23 years mortgage
San Diego, CA 92131 lending experience in all facets of
loan origination. Principal
Broker/Owner: Security InterBank
Mortgage - 1996 to Present Wholesale
Lending Area Manager: Home Savings of
America - 1995 to 1996 Loan
Consultant: Home Savings of America -
1989 to 1995 Loan Agent: Coast Federal
Savings - 1983 to 1989
Robert J. Malnar (50) From 1984 - 1996 Mr. Malnar was at
2312 1/2 Voorhees Ave. V.E. Enterprises, Inc., DBA: Video
Redondo Beach, CA 990278 Express, President, Treasurer,
1984-1996, Sales and Rentals of
Videotapes, Other Miscellaneous Retail
Items, 6 Locations, Lawndale, Culver
City, Long Beach, Hawthorne, Los
Angeles, Santa Monica, California. He
also served at the Illinois Department
of Revenue, from March 1987 through
current, as Revenue Auditor, 25 years
auditing experience, auditing
multi-state entities for Illinois tax
exposure of sales taxes, income taxes,
payroll taxes, telecom, and various
other Illinois excise taxes.
Ron L. Martin (54) For the last 10+ years Mr. Martin has
1742 Peacock Lane worked as Senior Research Scientist in
Fullerton, CA 92833 Nutrition Product Development at
Access Business Group in Buena Park,
California, which manufactures and
markets nutritional products like
vitamins/minerals and herbal
supplements.
John Mazzara (41) Mr. Mazzara is an entrepreneur-Owner
5201 Duncraig Road and runs 3 different businesses. He is
Edina, MN 55436 a Realtor and real estate broker
associate with RE/MAX Associates Plus.
He has been successfully selling real
estate for 20 years and is in the
RE/MAX Hall of Fame and is annually a
member of their 100% club. He also
owns Venture Development Inc-a
Minnesota mortgage broker. He has
owned this business for the past 11
years. Venture brokers residential and
commercial loans primarily in
Minnesota. John is also the principal
and owner of Financial Planning
Associates-a financial planning firm
in Minnesota.
Ronald J. Miller (54) 2003 - 2005 John Searles Metal
1423 St. Joseph Circle Sculpture - Harbert, MI
St. Joseph, MI 49085 Assistant
1991 - 2003 Whirlpool Corporation -
Findlay, OH
Maintenance Millwright
William D. Prusaitis (51) Edcor Data Services, Inc., Pontiac,
503 N. Hanlon Street Michigan (Learning Management Systems
Westland, MI 48185 and Tuition Assistance Programs), Nov
2003 - Present CONTROLLER TeleCheck
Michigan, Inc., Southfield, Michigan
(Check Guarantee and Validation), Jan
91 - Jan 97, Jul 99 - Nov 2003
CONTROLLER / DIRECTOR OF FINANCE
Credit Counseling Centers, Inc.,
Farmington Hills, Michigan (Debt
Management Programs and Counseling),
Feb 97 - Jun 99 CONTROLLER
Welton Robinson (71), 1749 Hillview, Mr. Robinson has owned and operated
Abilene, TX 79601 Farm and Ranch Western Wear in
Abilene, Texas for over 30 years.
During this period he has also been in
the farming and ranching business.
John P. Rosko (60) Mr. Rosko has worked for A.M.C. and
8107-61 Avenue then Daimler Chrysler Kenosha Engine
Kenosha, WI 53142 Plant Located in Kenosha WI, since
1974. Current position is Manager of
Maintenance for the 4.0 liter Engine.
Leonard Schreiber (63) Mr. Schreiber has been owner/operator
242 E 72nd Street of apartment buildings since 1970 at
New York, NY 10021 P.O. Box 569, Lenox Hill Station,
New York, NY 10021.
Robert E. Simpson (65) IBM 1963--1968 IBM System
30750 Robin Dale Drive Engineer/Sales U of Texas 1968--1992
Fair Oaks Ranch, TX 78015 Dir. Data Processing Ranching and
Investing 1992--current
Tim M. Valles (56) 1983 to 1996 General Manager/operating
19419 Leal Circle owner--West Covina Nissan. 1997 to
Cerritos, CA 90703 2002 General Manager Assael
Mitsubishi. 2002 to 2005 Owner Bel-Max
Sales & Leasing, Inc. 2005 to
present-- Used Car Manager--Power
Nissan Torrance
William L. Westfall, CFA (52) Mr. Westfall is a Senior Consultant
4524 Creekmeadow Dr. with Solomon Associates, Dallas, TX
Dallas, TX 75287 since March 1984. He conducts
benchmarking and competitive
performance evaluation of oil
refineries and petrochemical
facilities worldwide. CFA
Charterholder, 2002.
K. V. Williams (USA) 2602 Old CEO of Hammer Williams Company, Enid,
Mallard Road, Enid, OK 73703 OK., a group of convenience stores.
David Wolff (45) Mr. Wolf is employed as a Senior
45 The Horseshoe Software Engineer and Software
Newark, DE 19711 Engineering Manager for development of
imaging products at E.I. DuPont de
Nemours/Sterling Diagnostic
Imaging/Hologic since 1987.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Committee members (James T. Capretz, Robert D. Davis, George R.
Eberting, James P. Hanson, and Danford L. Martin) each state that there are no
Forms 3, 4 and 5 required to be filed by them.
OTHER MATTERS
The Committee is not aware of any business other than as set forth in this
Proxy Statement that will be presented at the Special Meeting. Should other
proposals be brought before the Special Meeting, the persons named as proxies on
the enclosed proxy card will vote on such matters in their discretion.
SCHEDULE 1
INFORMATION ABOUT PARTICIPANTS IN THIS SOLICITATION
The following table sets forth information regarding the participants in
this solicitation, including information with respect to the ownership of common
stock of the Company by the individual members of the Committee. All the Company
shares held by the Committee are the voting class of COMMON shares.
Title of Class Name and address of beneficial owner Amount and nature of beneficial ownership Percent of
(1) class (2)
- ---------------------------------------------------------------------------------------------------------------------------------
Common James T. Capretz, Capretz and Assoc. 11,297 (3) 0.02%
Voting 5000 Birch St. West Tower Suite 2500, Newport
Beach CA 92660
- ---------------------------------------------------------------------------------------------------------------------------------
Common Robert D. Davis, 809 Eastover Circle, Deland FL 283,900 0.6%
Voting 32724
- ---------------------------------------------------------------------------------------------------------------------------------
Common George R. Eberting, 732 Harvest Road, Bothell, WA 187,459 0.4%
Voting 98021
- ---------------------------------------------------------------------------------------------------------------------------------
Common James P. Hanson, 22973 Sutro St., Hayward, CA 425,000 (4) 0.9%
Voting 94541
- ---------------------------------------------------------------------------------------------------------------------------------
Common Danford L. Martin, 7 Egret Lane, Aliso Viejo, CA 2,518,700 (5) 5.6%
Voting 92656
- ---------------------------------------------------------------------------------------------------------------------------------
TOTAL FPFX Shareholder Value Committee 3,426,356 (6) 7.6%
(1) These shares are owned of record or beneficially by the named persons and
their wives.
(2) We have been informed there are 45,340,090 Shares issued and outstanding.
(3) Mr. Capretz votes these shares as custodian for minors.
(4) 275,000 owned by James P. and Kristy L. Hanson Living Trust
19,000 owned by James P. Hanson SIMPLE IRA
86,000 owned by James P. Hanson Accountancy Corp. Profit Sharing Pl #1
45,000 owned by James P. Hanson Accountancy
(5) Includes 857,500 shares of common stock held separately by Mr. Martin's
wife.
(6) Pursuant to Rule 13d-5(b), the FPFX Shareholder Value Committee is deemed
to have acquired beneficial ownership of all equity securities of the
Company that are beneficially owned by its members and their wives, Danford
L. Martin, James T. Capretz, James P. Hanson, Robert D. Davis, and George
R. Eberting.
Except as set forth below and in Schedule 2, to the knowledge of the
Committee, no participant or contributor in this solicitation has purchased or
sold securities of the Company within the past two years:
James T. Capretz Transactions during last 24 Months, NONE
Robert D. Davis Transactions during last 24 Months, Open Market, Pink Sheets.
Amounts include commission:
Date Shares Bought Symbol Price/Share Amount
10/31/2003 5,000 FPFX .09 $ 459.22
10/31/2003 5,000 FPFX .09 $ 459.00
12/14/2004 10,000 FPFX .06 $ 610.99
12/28/2004 8,000 FPFX .048 $ 384.00
12/29/2004 10,000 FPFX .05 $ 500.00
12/29/2004 10,000 FPFX .05 $ 500.00
12/29/2004 10 FPFX .05 $ .50
12/30/2004 320 FPFX .05 $ 16.00
12/30/2004 10,000 FPFX .05 $ 500.00
12/30/2004 10,000 FPFX .05 $ 500.00
12/30/2004 9,330 FPFX .05 $ 466.30
12/31/2004 660 FPFX .05 $ 33.00
02/01/2005 56,500 FPFX .035 $1,988.49
03/04/2005 5,000 FPFX .085 $ 435.99
03/08/2005 10,000 FPFX .085 $ 860.99
03/10/2005 10,000 FPFX .085 $ 860.99
03/11/2005 10,180 FPFX .078 $ 805.03
04/13/2005 10,000 FPFX .0975 $ 975.00
04/13/2005 10,000 FPFX .11 $1,100.00
05/06/2005 1,333 FPFX .15 $ 199.95
05/06/2005 5,000 FPFX .15 $ 750.00
05/06/2005 8,667 FPFX .15 $1,300.00
06/10/2005 1,000 FPFX .18 $ 180.90
06/10/2005 4,500 FPFX .18 $ 821.05
06/13/2005 5,000 FPFX .18 $ 904.50
06/13/2005 5,000 FPFX .18 $ 911.50
06/17/2005 100 FPFX .18 $ 18.07
06/17/2005 3,600 FPFX .18 $ 651.24
06/17/2005 7,500 FPFX .18 $1,363.75
06/20/2005 3,999 FPFX .18 $ 723.42
06/20/2005 1,001 FPFX .18 $ 188.08
01/23/2006 800 FPFX .20 $ 167.80
01/24/2006 3,200 FPFX .20 $ 643.20
01/24/2006 1,000 FPFX .20 $ 201.00
01/24/2006 2,000 FPFX .20 $ 409.00
01/26/2006 200 FPFX .20 $ 47.20
02/08/2006 5,000 FPFX .21 $1,037.13
02/10/2006 5,000 FPFX .21 $1,037.13
George R. Eberting Transactions during last 24 Months, Open Market, Pink Sheets:
Date Shares Bought Symbol Price/Share Amount
12/04/2003 15,000 FPFX .07 $1,050.00
12/04/2003 35,000 FPFX .075 $2,625.00
03/01/2005 15,000 FPFX .06 $ 900.00
03/10/2005 22,458 FPFX .07 $1,572.06
03/14/2005 701 FPFX .065 $ 45.57
03/15/2005 100 FPFX .065 $ 6.50
03/15/2005 25,000 FPFX .065 $1,625.00
04/13/2005 5,000 FPFX .095 $ 475.00
09/23/2005 5,000 FPFX .23 $1,150.00
10/07/2005 5,000 FPFX .20 $1,000.00
10/07/2005 5,000 FPFX .20 $1,000.00
10/10/2005 1,200 FPFX .18 $ 216.00
10/11/2005 300 FPFX .18 $ 54.00
10/11/2005 200 FPFX .18 $ 36.00
Date Shares Sold Symbol Price/Share Amount
04/25/2005 2,000 FPFX .18 $ 360.00
04/25/2005 20,000 FPFX .18 $3,600.00
03/10/2006 20,000 FPFX .18 $3,600.00
03/16/2006 20,000 FPFX .18 $3,600.00
James P. Hanson Transactions during last 24 Months, Open Market, Pink Sheets.
Amounts include commission:
Date Shares Bought Symbol Price/Share Amount
12/03/03 1,000 FPFX 0.07 $ 67.06
12/03/03 1,200 FPFX 0.07 $ 80.47
12/03/03 5,000 FPFX 0.07 $ 335.30
12/03/03 5,000 FPFX 0.07 $ 360.30
12/03/03 5,000 FPFX 0.07 $ 360.30
12/03/03 5,000 FPFX 0.07 $ 360.30
12/03/03 5,000 FPFX 0.07 $ 360.31
12/05/03 2,800 FPFX 0.08 $ 225.95
12/30/03 5,000 FPFX 0.07 $ 359.56
12/30/03 5,000 FPFX 0.07 $ 334.56
12/30/03 5,000 FPFX 0.06 $ 309.57
12/30/03 5,000 FPFX 0.06 $ 309.56
01/27/04 5,000 FPFX 0.06 $ 314.98
01/27/04 5,000 FPFX 0.06 $ 314.97
11/29/04 1,500 FPFX 0.05 $ 77.99
11/29/04 3,500 FPFX 0.05 $ 181.98
11/29/04 5,000 FPFX 0.05 $ 259.98
11/29/04 10,000 FPFX 0.06 $ 619.95
11/29/04 10,000 FPFX 0.06 $ 569.95
03/11/05 10,000 FPFX 0.07 $ 709.95
04/13/05 10,000 FPFX 0.10 $1,009.95
04/13/05 10,000 FPFX 0.11 $1,059.95
04/13/05 10,000 FPFX 0.09 $ 859.95
04/19/05 10,000 FPFX 0.15 $1,509.95
05/06/05 5,000 FPFX 0.16 $ 809.95
05/24/05 5,000 FPFX 0.15 $ 759.95
05/27/05 5,000 FPFX 0.15 $ 759.95
08/18/05 10,000 FPFX 0.16 $1,609.95
09/23/05 5,000 FPFX 0.18 $ 909.95
10/13/05 5,000 FPFX 0.18 $ 909.95
10/13/05 5,000 FPFX 0.17 $ 859.95
Date Shares Sold Symbol Price/Share Amount
12/30/04 2,000 FPFX 0.04 $ 88.01
12/30/04 3,000 FPFX 0.04 $ 132.01
12/30/04 4,500 FPFX 0.04 $ 198.01
12/30/04 500 FPFX 0.04 $ 22.00
05/02/05 5,000 FPFX 0.20 $ 990.00
12/19/05 5,000 FPFX 0.19 $ 940.01
12/19/05 5,000 FPFX 0.19 $ 940.01
12/27/05 5,000 FPFX 0.19 $ 940.02
12/27/05 5,000 FPFX 0.19 $ 940.02
Danford L. Martin Transactions during last 24 Months, Open Market, Pink Sheets.
Trades are listed by settlement date.
Amounts include commission:
Date Shares Bought Symbol Price/Share Amount
9/10/2003 300 FPFX .08 $ 29.00
9/17/2003 5,000 FPFX .06 $ 305.00
9/17/2003 1,000 FPFX .06 $ 65.00
9/19/2003 5,000 FPFX .06 $ 305.00
9/22/2003 5,000 FPFX .06 $ 305.00
9/23/2003 1,000 FPFX .065 $ 70.00
9/24/2003 1,000 FPFX .065 $ 82.00
10/02/2003 1,000 FPFX .065 $ 70.00
10/08/2003 5,000 FPFX .065 $ 330.00
11/25/2003 5,000 FPFX .07 $ 360.00
11/26/2003 5,000 FPFX .07 $ 355.00
11/26/2003 5,000 FPFX .065 $ 330.00
11/26/2003 1,000 FPFX .07 $ 75.00
1/07/2004 1,000 FPFX .07 $ 75.00
1/08/2004 5,000 FPFX .075 $ 385.00
1/08/2004 5,000 FPFX .075 $ 380.00
1/09/2004 5,000 FPFX .075 $ 385.00
1/09/2004 5,000 FPFX .07 $ 355.00
1/12/2004 5,000 FPFX .07 $ 360.00
1/13/2004 5,000 FPFX .065 $ 335.00
1/13/2004 5,000 FPFX .065 $ 330.00
1/13/2004 5,000 FPFX .065 $ 330.00
1/13/2004 5,000 FPFX .065 $ 335.00
1/13/2004 5,000 FPFX .07 $ 360.00
1/13/2004 5,000 FPFX .065 $ 330.00
1/13/2004 5,000 FPFX .065 $ 330.00
1/22/2004 1,000 FPFX .07 $ 075.00
1/23/2004 100 FPFX .07 $ 12.00
1/28/2004 5,000 FPFX .07 $ 355.00
1/28/2004 5,000 FPFX .07 $ 355.00
1/29/2004 5,000 FPFX .07 $ 355.00
2/03/2004 100 FPFX .07 $ 12.00
2/03/2004 1,000 FPFX .07 $ 75.00
2/06/2004 100 FPFX .07 $ 12.00
2/09/2004 100 FPFX .07 $ 12.00
2/10/2004 500 FPFX .07 $ 40.00
2/11/2004 4,500 FPFX .07 $ 320.00
2/17/2004 5,000 FPFX .07 $ 355.00
2/17/2004 5,000 FPFX .07 $ 355.00
2/18/2004 1,000 FPFX .07 $ 75.00
2/19/2004 100 FPFX .07 $ 12.00
2/19/2004 1,000 FPFX .07 $ 75.00
2/24/2004 900 FPFX .07 $ 68.00
3/09/2004 5,000 FPFX .06 $ 305.00
3/09/2004 5,000 FPFX .06 $ 305.00
3/09/2004 2,000 FPFX .06 $ 125.00
3/10/2004 5,000 FPFX .07 $ 355.00
3/12/2004 1,000 FPFX .07 $ 75.00
3/22/2004 5,000 FPFX .06 $ 310.00
3/24/2004 1,000 FPFX .07 $ 75.00
3/30/2004 5,000 FPFX .06 $ 305.00
3/30/2004 5,000 FPFX .06 $ 310.00
3/31/2004 4,000 FPFX .06 $ 245.00
4/01/2004 1,000 FPFX .06 $ 65.00
4/02/2004 1,000 FPFX .06 $ 65.00
4/07/2004 1,000 FPFX .07 $ 75.00
4/08/2004 5,000 FPFX .07 $ 355.00
4/20/2004 5,000 FPFX .055 $ 280.00
4/20/2004 1,000 FPFX .055 $ 60.00
4/20/2004 5,000 FPFX .055 $ 280.00
4/23/2004 300 FPFX .07 $ 26.00
4/28/2004 1,000 FPFX .07 $ 75.00
4/29/2004 5,000 FPFX .06 $ 305.00
4/29/2004 5,000 FPFX .06 $ 305.00
4/30/2004 5,000 FPFX .06 $ 305.00
4/30/2004 5,000 FPFX .06 $ 305.00
5/03/2004 300 FPFX .063 $ 23.90
5/04/2004 1,000 FPFX .062 $ 67.00
5/05/2004 1,000 FPFX .062 $ 67.00
5/06/2004 300 FPFX .06 $ 23.00
5/06/2004 5,000 FPFX .055 $ 280.00
5/06/2004 5,000 FPFX .055 $ 280.00
5/07/2004 5,000 FPFX .06 $ 305.00
5/10/2004 1,000 FPFX .062 $ 67.00
5/12/2004 1,100 FPFX .062 $ 73.20
5/14/2004 1,000 FPFX .07 $ 75.00
5/17/2004 1,000 FPFX .08 $ 85.00
5/18/2004 1,000 FPFX .08 $ 85.00
5/19/2004 300 FPFX .08 $ 29.00
5/25/2004 5,000 FPFX .06 $ 305.00
5/25/2004 5,000 FPFX .06 $ 305.00
5/25/2004 5,000 FPFX .07 $ 355.00
5/25/2004 1,000 FPFX .06 $ 65.00
5/25/2004 5,000 FPFX .075 $ 385.00
5/25/2004 5,000 FPFX .06 $ 305.00
5/25/2004 5,000 FPFX .06 $ 305.00
5/28/2004 5,000 FPFX .08 $ 405.00
6/01/2004 5,000 FPFX .08 $ 405.00
6/03/2004 1,000 FPFX .08 $ 85.00
6/04/2004 1,000 FPFX .08 $ 85.00
6/07/2004 5,000 FPFX .08 $ 405.00
6/09/2004 1,000 FPFX .08 $ 85.00
6/15/2004 1,000 FPFX .08 $ 85.00
6/30/2004 1,000 FPFX .085 $ 90.00
7/08/2004 1,000 FPFX .085 $ 90.00
7/12/2004 3,000 FPFX .085 $ 260.00
7/28/2004 100 FPFX .08 $ 13.00
7/29/2004 100 FPFX .08 $ 13.00
8/02/2004 100 FPFX .08 $ 13.00
8/05/2004 100 FPFX .07 $ 12.00
8/06/2004 400 FPFX .07 $ 33.00
9/15/2004 5,000 FPFX .08 $ 405.00
9/15/2004 5,000 FPFX .08 $ 405.00
10/07/2004 5,000 FPFX .06 $ 305.00
10/07/2004 5,000 FPFX .06 $ 310.00
10/07/2004 5,000 FPFX .06 $ 310.00
10/07/2004 5,000 FPFX .075 $ 380.00
10/07/2004 400 FPFX .075 $ 35.00
10/12/2004 5,000 FPFX .07 $ 360.00
11/10/2004 5,000 FPFX .06 $ 310.00
11/10/2004 5,000 FPFX .06 $ 310.00
11/10/2004 5,000 FPFX .06 $ 310.00
11/10/2004 5,000 FPFX .06 $ 305.00
11/10/2004 3,500 FPFX .07 $ 250.00
12/15/2004 5,000 FPFX .04 $ 210.00
12/15/2004 5,000 FPFX .032 $ 165.00
12/15/2004 5,000 FPFX .032 $ 165.00
12/15/2004 5,000 FPFX .032 $ 165.00
12/15/2004 5,000 FPFX .032 $ 165.00
12/15/2004 5,000 FPFX .032 $ 165.00
12/15/2004 5,000 FPFX .032 $ 165.00
12/15/2004 5,000 FPFX .032 $ 165.00
12/15/2004 5,000 FPFX .032 $ 165.00
12/15/2004 5,000 FPFX .032 $ 165.00
12/15/2004 5,000 FPFX .06 $ 305.00
12/15/2004 5,000 FPFX .032 $ 165.00
12/15/2004 5,000 FPFX .038 $ 197.50
12/15/2004 5,000 FPFX .035 $ 182.50
12/15/2004 5,000 FPFX .04 $ 205.00
12/15/2004 5,000 FPFX .05 $ 255.00
12/15/2004 40,000 FPFX .055 $2,260.00
12/22/2004 4,000 FPFX .07 $ 285.00
12/28/2004 5,000 FPFX .055 $ 280.00
12/28/2004 5,000 FPFX .055 $ 280.00
12/28/2004 5,000 FPFX .055 $ 285.00
12/28/2004 5,000 FPFX .055 $ 280.00
12/29/2004 4,000 FPFX .05 $ 210.00
1/03/2005 5,000 FPFX .05 $ 255.00
1/04/2005 5,000 FPFX .05 $ 255.00
1/06/2005 2,000 FPFX .05 $ 105.00
1/10/2005 2,000 FPFX .06 $ 125.00
1/13/2005 5,000 FPFX .04 $ 215.00
1/13/2005 5,000 FPFX .042 $ 215.00
1/13/2005 5,000 FPFX .042 $ 215.00
1/13/2005 5,000 FPFX .042 $ 215.00
1/13/2005 5,000 FPFX .042 $ 215.00
4/18/2005 50,000 FPFX .09 $4,575.00
4/28/2005 500 FPFX .18 $ 95.00
5/04/2005 500 FPFX .19 $ 100.00
5/04/2005 500 FPFX .19 $ 100.00
5/06/2005 1,000 FPFX .20 $ 205.00
5/11/2005 1,000 FPFX .17 $ 175.00
5/11/2005 1,000 FPFX .17 $ 175.00
5/17/2005 500 FPFX .19 $ 100.00
5/17/2005 500 FPFX .22 $ 115.00
5/18/2005 500 FPFX .20 $ 105.00
5/19/2005 250 FPFX .20 $ 55.00
5/20/2005 500 FPFX .18 $ 95.00
5/24/2005 500 FPFX .18 $ 95.00
5/25/2005 500 FPFX .18 $ 95.00
5/26/2005 1,000 FPFX .18 $ 185.00
5/27/2005 500 FPFX .15 $ 85.00
5/31/2005 500 FPFX .18 $ 95.00
6/01/2005 5,000 FPFX .15 $ 763.00
6/02/2005 5,000 FPFX .15 $ 760.00
6/02/2005 5,000 FPFX .15 $ 760.00
6/02/2005 5,000 FPFX .15 $ 755.00
6/02/2005 5,000 FPFX .15 $ 755.00
6/02/2005 5,000 FPFX .15 $ 755.00
6/02/2005 5,000 FPFX .17 $ 855.00
6/02/2005 500 FPFX .17 $ 90.00
6/06/2005 500 FPFX .17 $ 90.00
6/08/2005 1,000 FPFX .16 $ 165.00
6/09/2005 1,000 FPFX .16 $ 165.00
6/13/2005 1,000 FPFX .18 $ 185.00
6/16/2005 1,000 FPFX .19 $ 195.00
6/17/2005 500 FPFX .19 $ 100.00
6/28/2005 200 FPFX .19 $ 204.50
6/28/2005 500 FPFX .17 $ 85.00
6/29/2005 1,050 FPFX .18 $ 185.00
8/02/2005 500 FPFX .23 $ 120.00
8/04/2005 1,000 FPFX .22 $ 225.00
8/05/2005 500 FPFX .30 $ 155.00
9/29/2005 5,000 FPFX .20 $1,010.00
9/30/2005 5,000 FPFX .20 $1,010.00
10/03/2005 10,000 FPFX .18 $1,820.00
10/03/2005 5,000 FPFX .20 $1,010.00
10/05/2005 200 FPFX .19 $ 43.00
12/28/2005 1,000 FPFX .21 $ 215.00
01/26/2006 5,000 FPFX .20 $1,010.00
02/02/2006 1,000 FPFX .21 $ 215.00
02/03/2006 1,000 FPFX .21 $ 215.00
02/06/2006 1,000 FPFX .21 $ 215.00
02/07/2006 2,000 FPFX .20 $ 410.00
02/08/2006 1,000 FPFX .205 $ 210.00
02/10/2006 550 FPFX .19 $ 114.50
02/10/2006 950 FPFX .205 $ 204.75
02/13/2006 500 FPFX .205 $ 107.50
02/15/2006 1,000 FPFX .205 $ 210.00
02/16/2006 1,000 FPFX .205 $ 210.00
02/22/2006 500 FPFX .205 $ 107.50
02/23/2006 1,000 FPFX .205 $ 210.00
02/24/2006 1,000 FPFX .205 $ 210.00
02/28/2006 500 FPFX .205 $ 107.50
Date Shares Sold Symbol Price/Share Amount
4/19/2005 5,000 FPFX .11 $ 539.97
4/19/2005 5,000 FPFX .11 $ 539.97
4/19/2005 5,000 FPFX .15 $ 739.96
4/19/2005 5,000 FPFX .17 $ 839.96
4/19/2005 5,000 FPFX .17 $ 839.96
4/19/2005 5,000 FPFX .17 $ 839.96
4/19/2005 5,000 FPFX .18 $ 889.96
4/20/2005 5,000 FPFX .30 $1,489.93
4/20/2005 5,000 FPFX .30 $1,477.93
4/22/2005 5,000 FPFX .14 $ 689.97
4/22/2005 5,000 FPFX .14 $ 689.97
4/22/2005 5,000 FPFX .14 $ 689.97
5/06/2005 5,000 FPFX .19 $ 939.96
5/06/2005 5,000 FPFX .19 $ 939.96
5/16/2005 5,000 FPFX .17 $ 839.96
5/17/2005 1,750 FPFX .18 $ 304.98
5/17/2005 5,000 FPFX .19 $ 939.96
5/19/2005 5,000 FPFX .17 $ 839.96
5/19/2005 5,000 FPFX .17 $ 839.96
5/20/2005 5,000 FPFX .18 $ 889.96
5/20/2005 5,000 FPFX .18 $ 889.96
6/08/2005 1,000 FPFX .16 $ 149.99
6/16/2005 5,000 FPFX .17 $ 839.96
6/17/2005 5,000 FPFX .17 $ 839.96
6/16/2005 5,000 FPFX .17 $ 839.96
6/16/2005 5,000 FPFX .17 $ 839.96
6/16/2005 4,000 FPFX .17 $ 839.96
7/12/2005 5,000 FPFX .16 $ 789.96
7/29/2005 5,000 FPFX .21 $1,039.95
7/29/2005 2,250 FPFX .20 $ 444.98
7/29/2005 2,000 FPFX .20 $ 394.98
8/01/2005 5,000 FPFX .19 $ 944.96
8/02/2005 5,000 FPFX .20 $ 989.95
8/02/2005 5,000 FPFX .20 $ 989.95
8/02/2005 5,000 FPFX .20 $ 989.95
8/02/2005 5,000 FPFX .20 $ 989.95
8/02/2005 5,000 FPFX .21 $1,039.95
8/02/2005 5,000 FPFX .21 $1,039.95
8/02/2005 5,000 FPFX .21 $1,039.95
8/02/2005 5,000 FPFX .21 $1,039.95
8/02/2005 5,000 FPFX .21 $1,039.95
8/02/2005 5,000 FPFX .21 $1,039.95
8/04/2005 5,000 FPFX .21 $1,039.95
8/04/2005 5,000 FPFX .21 $1,039.95
8/04/2005 5,000 FPFX .21 $1,039.95
8/05/2005 5,000 FPFX .27 $1,339.04
8/05/2005 3,000 FPFX .23 $ 689.97
8/05/2005 1,000 FPFX .23 $ 229.99
8/05/2005 1,000 FPFX .23 $ 219.99
8/08/2005 5,000 FPFX .27 $1,339.94
8/08/2005 5,000 FPFX .27 $1,339.94
8/08/2005 5,000 FPFX .27 $1,339.94
12/22/2005 10,000 FPFX .19 $1,879.92
12/23/2005 10,000 FPFX .19 $1,879.92
12/28/2005 25,000 FPFX .19 $4,699.80
12/29/2005 20,000 FPFX .19 $3,759.88
12/30/2005 25,000 FPFX .19 $4,699.80
01/05/2006 10,000 FPFX .20 $1,984.92
01/10/2006 10,000 FPFX .20 $1,984.92
01/12/2006 5,000 FPFX .20 $ 989.96
01/13/2006 15,000 FPFX .20 $2,969.88
01/18/2006 5,000 FPFX .195 $ 964.97
01/18/2006 25,000 FPFX .20 $4,949.80
01/19/2006 10,000 FPFX .20 $1,979.92
01/27/2006 25,000 FPFX .20 $4,949.80
02/01/2006 5,000 FPFX .20 $ 989.95
02/02/2006 5,000 FPFX .20 $ 989.96
02/03/2006 15,000 FPFX .20 $2,969.88
02/07/2006 5,000 FPFX .20 $ 989.96
02/13/2006 500 FPFX .20 $ 89.99
Wife of Danford L. Martin Transactions during last 24 Months, Open Market, Pink
Sheets. Trades are listed by settlement date. Amounts include commission:
Date Shares Bought Symbol Price/Share Amount
11/10/2003 300 FPFX .089 $ 31.70
11/13/2003 3,000 FPFX .075 $ 235.00
11/28/2003 5,000 FPFX .07 $ 355.00
12/01/2003 5,000 FPFX .07 $ 355.00
12/08/2003 5,000 FPFX .07 $ 355.00
12/08/2003 1,000 FPFX .075 $ 80.00
12/08/2003 1,000 FPFX .075 $ 80.00
12/08/2003 5,000 FPFX .07 $ 355.00
12/09/2003 1,000 FPFX .075 $ 80.00
12/10/2003 1,000 FPFX .08 $ 85.00
12/15/2003 1,000 FPFX .08 $ 85.00
12/16/2003 5,000 FPFX .08 $ 405.00
12/16/2003 5,000 FPFX .07 $ 360.00
12/17/2003 5,000 FPFX .08 $ 405.00
12/17/2003 1,000 FPFX .08 $ 85.00
12/24/2003 1,000 FPFX .08 $ 85.00
12/29/2003 5,000 FPFX .08 $ 405.00
1/02/2004 5,000 FPFX .08 $ 405.00
1/02/2004 5,000 FPFX .075 $ 385.00
1/06/2004 5,000 FPFX .065 $ 335.00
1/06/2004 5,000 FPFX .065 $ 335.00
1/06/2004 5,000 FPFX .065 $ 335.00
1/06/2004 5,000 FPFX .065 $ 335.00
1/06/2004 5,000 FPFX .065 $ 335.00
1/06/2004 5,000 FPFX .065 $ 335.00
11/17/2004 5,000 FPFX .06 $ 305.00
11/17/2004 5,000 FPFX .06 $ 310.00
11/18/2004 5,000 FPFX .065 $ 330.00
11/22/2004 5,000 FPFX .06 $ 310.00
12/02/2004 5,000 FPFX .045 $ 235.00
12/02/2004 5,000 FPFX .045 $ 230.00
12/02/2004 2,400 FPFX .045 $ 113.00
12/02/2004 4,000 FPFX .045 $ 185.00
12/02/2004 5,000 FPFX .045 $ 230.00
12/03/2004 5,000 FPFX .045 $ 230.00
12/03/2004 5,000 FPFX .045 $ 230.00
12/03/2004 5,000 FPFX .045 $ 230.00
12/03/2004 5,000 FPFX .045 $ 230.00
12/08/2004 5,000 FPFX .045 $ 230.00
12/09/2004 5,000 FPFX .045 $ 230.00
12/10/2004 5,000 FPFX .04 $ 205.00
12/10/2004 5,000 FPFX .04 $ 205.00
12/10/2004 5,000 FPFX .04 $ 205.00
2/04/2005 5,000 FPFX .05 $ 255.00
2/08/2005 300 FPFX .05 $ 20.00
2/08/2005 1,000 FPFX .05 $ 55.00
2/08/2005 500 FPFX .05 $ 30.00
2/11/2005 1,200 FPFX .06 $ 77.00
2/11/2005 5,000 FPFX .06 $ 310.00
2/11/2005 5,000 FPFX .06 $ 305.00
2/14/2005 5,000 FPFX .06 $ 310.00
2/15/2005 5,000 FPFX .06 $ 310.00
2/16/2005 1,000 FPFX .06 $ 65.00
2/17/2005 1,000 FPFX .06 $ 65.00
2/18/2005 1,000 FPFX .06 $ 65.00
2/28/2005 1,000 FPFX .07 $ 75.00
3/07/2005 100 FPFX .08 $ 13.00
3/09/2005 300 FPFX .085 $ 30.50
3/10/2005 300 FPFX .085 $ 30.50
3/11/2005 500 FPFX .085 $ 47.50
3/14/2005 500 FPFX .085 $ 47.50
3/16/2005 300 FPFX .078 $ 28.40
3/17/2005 500 FPFX .069 $ 39.50
3/18/2005 5,000 FPFX .065 $ 330.00
3/18/2005 5,000 FPFX .065 $ 330.00
3/18/2005 1,000 FPFX .065 $ 70.00
3/21/2005 500 FPFX .065 $ 37.50
3/22/2005 1,000 FPFX .075 $ 80.00
3/22/2005 500 FPFX .075 $ 42.50
3/24/2005 700 FPFX .065 $ 45.50
3/24/2005 300 FPFX .065 $ 29.50
3/28/2005 500 FPFX .075 $ 42.50
3/31/2005 500 FPFX .075 $ 42.50
4/01/2005 300 FPFX .075 $ 27.50
4/04/2005 1,200 FPFX .075 $ 95.00
4/20/2005 300 FPFX .30 $ 95.00
4/26/2005 300 FPFX .18 $ 59.00
4/29/2005 400 FPFX .18 $ 77.00
01/13/2006 20,000 FPFX .205 $4,140.00
01/13/2006 1,000 FPFX .21 $ 215.00
01/18/2006 1,000 FPFX .21 $ 215.00
01/19/2006 1,000 FPFX .21 $ 215.00
01/23/2006 500 FPFX .21 $ 110.00
01/30/2006 500 FPFX .21 $ 110.00
02/01/2006 500 FPFX .21 $ 110.00
Except as disclosed in this Schedule, none of the Committee members or the
Committee Nominees owns any securities of the Company or any subsidiary of the
Company, beneficially or of record, or was within the past year a party to any
contract, arrangement or understanding with any person with respect to any such
securities. Except as disclosed in this Schedule, to the knowledge of the
Committee members, none of the Committee members or the Committee Nominees has
any substantial interest, direct or indirect, by security holdings or otherwise,
in any matter to be acted upon at the Special Meeting.
SCHEDULE 2
INFORMATION ABOUT CONTRIBUTORS
The following table sets forth information regarding the Contributors of
more than $500.00 to the FPFX Shareholder Action Fund, including information
with respect to the ownership of common stock of the Company by the individual
Contributors, and Kenneth W. Bolster, who is a member of the Steering
Committee.. All the Company shares held by the Contributors are the voting class
of COMMON shares. The inclusion of information regarding the Contributors in
this proxy statement is not an admission, nor shall it be construed as an
admission, that the Contributors are participants in the solicitation being made
by the FPFX Shareholder Value Committee, or that the Contributors are members of
the FPFX Shareholder Value Committee, the FPFX Steering Committee, or any other
group. Likewise, the inclusion of information regarding these shareholders in
this proxy statement is not an admission, nor shall it be construed as an
admission, that such shareholders are the beneficial owners of any securities
described in this proxy statement.
Title of Class Name and address of beneficial owner Amount and nature of beneficial ownership Percent of
(1) class (2)
- ---------------------------------------------------------------------------------------------------------------------------------
Common Kenneth W. Bolster, 8622 Vivian Bass Way, Odessa, 472,850 1.0%
Voting FL 33556
- ---------------------------------------------------------------------------------------------------------------------------------
Common Forrest Caton, 3019 Potosi Road, Abilene, TX 221,253 0.5%
Voting 79602
- ---------------------------------------------------------------------------------------------------------------------------------
Common Thomas H. Caton, 17620 F.M. Road 1082, Abilene, 250,200 0.6%
Voting TX 79601
- ---------------------------------------------------------------------------------------------------------------------------------
Common Caton Farms Inc., 17620 F.M. Road 1082, Abilene, 373,175 0.8%
Voting TX 79601
- ---------------------------------------------------------------------------------------------------------------------------------
Common George J. Columbo, 1629 S. Iris Way 71,000 0.2%
Voting Lakewood, CO 80232
- ---------------------------------------------------------------------------------------------------------------------------------
Common David R. Cruse, 405 Scott Street 26,000 0.1%
Voting Edwardsville, IL 62025
- ---------------------------------------------------------------------------------------------------------------------------------
Common Harry Dender, 20270 Ponderosa Way 35,000 0.1%
Voting Fiddletown, CA 95629
- ---------------------------------------------------------------------------------------------------------------------------------
Common James A. Doglio, 5358 Richards Drive 70,495 0.2%
Voting Mentor, OH 44060
- ---------------------------------------------------------------------------------------------------------------------------------
Common Michael Gary, 4113 Brook Way 60,850 0.1%
Voting Birmingham, AL 35213
- ---------------------------------------------------------------------------------------------------------------------------------
Common Mario Gonzalez, 201 178th Dr. Apt 409 185,000 0.4%
Voting North Miami Beach, FL 33160
- ---------------------------------------------------------------------------------------------------------------------------------
Common Rupen Gulenyan, 3040 E. Tremont Ave., Suite 201, 3,488,300 7.7%
Voting Bronx, NY 10461
- ---------------------------------------------------------------------------------------------------------------------------------
Common James O. Guthrie, 5203 Camellia Lane 150,000 0.3%
Voting Lumberton, NC 28360
- ---------------------------------------------------------------------------------------------------------------------------------
Common Steve M. Kutchman, 103 6th Street 260,000 0.6%
Voting Fulton, IL 611252
- ---------------------------------------------------------------------------------------------------------------------------------
Title of Class Name and address of beneficial owner Amount and nature of beneficial ownership Percent of
(1) class (2)
- ---------------------------------------------------------------------------------------------------------------------------------
Common James L. Leimach, 34 Sendero 93,840 0.2%
Voting Rancho Santa Margarita, CA 92688
- ---------------------------------------------------------------------------------------------------------------------------------
Common Thomas W. MacFarlane III, 10252 Pinecastle St. , 209,000 0.5%
Voting San Diego, CA 92131
- ---------------------------------------------------------------------------------------------------------------------------------
Common Robert J. Malnar, 2312 1/2 Voorhees Ave. 650,133 1.4%
Voting Redondo Beach, CA 990278
- ---------------------------------------------------------------------------------------------------------------------------------
Common Ron L. Martin, 1742 Peacock Lane 80,000 0.2%
Voting Fullerton, CA 92833
- ---------------------------------------------------------------------------------------------------------------------------------
Common John Mazzara, 5201 Duncraig Road 440,000 1.0%
Voting Edina, MN 55436
- ---------------------------------------------------------------------------------------------------------------------------------
Common Ronald J. Miller, 1423 St. Joseph Circle 895,924 2.0%
Voting St. Joseph, MI 49085
- ---------------------------------------------------------------------------------------------------------------------------------
Common William D. Prusaitis, 503 N. Hanlon Street, 115,000 0.3%
Voting Westland, MI 48185
- ---------------------------------------------------------------------------------------------------------------------------------
Common Welton Robinson, 1749 Hillview, 336,250 0.7%
Voting Abilene, TX 79601
- ---------------------------------------------------------------------------------------------------------------------------------
Common John P. Rosko, 8107-61 Avenue, 1,075,233 2.4%
Voting Kenosha, WI 53142
- ---------------------------------------------------------------------------------------------------------------------------------
Common Leonard Schreiber, 242 E 72nd Street 56,030 0.1%
Voting New York, NY 10021
- ---------------------------------------------------------------------------------------------------------------------------------
Common Robert E. Simpson, 307 Robin Dale Drive 653,900 1.4%
Voting Fair Oaks Ranch, TX 78015
- ---------------------------------------------------------------------------------------------------------------------------------
Common Tim M. Valles, 19419 Leal Circle 351,000 0.8%
Voting Cerritos, CA 90703
- ---------------------------------------------------------------------------------------------------------------------------------
Common William L. Westfall, 4524 Creekmeadow Dr., Dallas, 55,000 0.1%
Voting TX 75287
- ---------------------------------------------------------------------------------------------------------------------------------
Common K. V. Williams (USA) 2602 Old Mallard Road, Enid, 57,000 0.1%
Voting OK 73703
- ---------------------------------------------------------------------------------------------------------------------------------
Common David P. Wolff, 45 The Horseshoe 517,200 1.1%
Voting Newark, DE 19711
- ---------------------------------------------------------------------------------------------------------------------------------
(1) These shares are owned of record or beneficially by the named persons and
their spouses.
(2) We have been informed there are 45,340,090 Shares issued and outstanding.
Except as set forth below and in Schedule 1, to the knowledge of the
Committee, no participant or contributor in this proxy statement has purchased
or sold securities of the Company within the past two years:
Kenneth W. Bolster Transactions during last 24 Months, Open Market, Pink Sheets.
Amounts include commission:
Date Shares Bought Symbol Price/Share Amount
12/30/2003 75,000 FPFX .07 $5,475.00
12/30/2003 20,000 FPFX .065 1,355.00
12/30/2003 5,000 FPFX .065 338.00
Forrest Caton Transactions during last 24 Months, Open Market, Pink Sheets.
Amounts include commission:
Date Shares Bought Symbol Price/Share Amount
02/24/2004 10,000 FPFX 0.07 $ 747.00
12/06/2004 10,000 FPFX 0.04 447.00
12/09/2004 5,000 FPFX 0.03 197.00
01/12/2005 5,000 FPFX 0.03 197.00
03/10/2005 10,000 FPFX 0.08 848.75
Thomas H. Caton Transactions during last 24 Months, Open Market, Pink Sheets.
Amounts include commission:
Date Shares Bought Symbol Price/Share Amount
9/26/03 5,000 FPFX .06 $ 347.00
10/06/03 5,000 FPFX .06 $ 347.00
2/09/04 10,000 FPFX .07 $ 753.14
2/24/04 10,000 FPFX .07 $ 747.00
8/02/04 20,000 FPFX .07 $1,477.44
12/22/04 30,000 FPFX .06 $1,892.19
02/01/05 200 FPFX .03 $ 53.00
Caton Farms Inc. Transactions during last 24 Months, Open Market, Pink Sheets.
Amounts include commission:
Date Shares Bought Symbol Price/Share Amount
9/26/03 10,000 FPFX .06 $ 647.00
9/30/03 600 FPFX .06 $ 83.00
10/2/03 2,200 FPFX .06 $ 179.00
10/6/05 17,200 FPFX .06 $1,096.26
10/14/03 20,000 FPFX .065 $1,374.00
10/17/03 20,000 FPFX .07 $1,477.64
10/28/03 15,000 FPFX .08 $1,262.19
10/28/03 5,000 FPFX .08 $ 422.72
10/29/03 10,000 FPFX .08 $ 848.75
11/30/04 50,000 FPFX .045 $2,358.56
12/6/04 50,000 FPFX .045 $2,358.56
2/22/05 400 FPFX .06 $ 71.00
2/23/05 200 FPFX .06 $ 20.38
2/23/05 275 FPFX .06 $ 28.01
2/23/05 500 FPFX .06 $ 50.93
2/23/05 100 FPFX .06 $ 12.18
2/24/05 1,500 FPFX .06 $ 131.70
2/24/05 200 FPFX .06 $ 17.30
2/28/05 70,000 FPFX .07 $5,104.93
George Columbo Transactions during last 24 Months, Open Market, Pink Sheets.
Amounts include commission:
Date Shares Bought Symbol Price/Share Amount
01-14-04 30,000 FPFX .07 $2,111.00
12-10-04 10,000 FPFX .05 511.00
12-22-04 10,000 FPFX .05 511.00
05-17-05 1,000 FPFX .15 161.00
David R. Cruse Transactions during last 24 Months, NONE
Harry Dender Transactions during last 24 Months, NONE
James A. Doglio Transactions during last 24 Months, Open Market, Pink Sheets.
Amounts include commission:
Date Shares Bought Symbol Price/Share Amount
12/08/2003 20,000 FPFX .08 $1,622.99
12/08/2003 10,000 FPFX .08 822.99
12/08/2003 4,000 FPFX .08 342.99
12/08/2003 2,000 FPFX .08 182.99
03/30/2005 10,000 FPFX .075 764.99
04/14/2005 5,000 FPFX .15 764.99
04/14/2005 5,000 FPFX .15 764.99
04/19/2005 10,000 FPFX .15 1,514.99
Michael Gary Transactions during last 24 Months, Open Market, Pink Sheets.
Amounts include commission:
Date Shares Bought Symbol Price/Share Amount
10/29/2003 2,500 FPFX 0.07 187.95
11/13/2003 2,500 FPFX 0.08 212.95
12/02/2003 2,500 FPFX 0.07 184.95
12/08/2003 2,500 FPFX 0.07 187.95
02/10/2004 2,500 FPFX 0.07 187.95
03/09/2005 1,000 FPFX 0.07 79.95
03/31/2005 5,000 FPFX 0.06 309.95
04/11/2005 5,000 FPFX 0.06 309.95
04/19/2005 10,000 FPFX 0.13 1,289.99
06/03/2005 100 FPFX 0.15 24.95
07/29/2005 5,000 FPFX 0.21 1,040.00
08/23/2005 5,000 FPFX 0.17 859.95
09/30/2005 1,000 FPFX 0.17 179.95
10/04/2005 3,000 FPFX 0.17 349.95
08/03/2004 1,000 FPFX 0.07 82.95
03/09/2005 1,750 FPFX 0.07 132.45
03/15/2005 3,250 FPFX 0.07 237.45
04/19/2005 3,000 FPFX 0.20 590.02
07/29/2005 5,000 FPFX 0.21 1,040.00
08/22/2005 2,000 FPFX 0.19 389.95
09/30/2005 1,000 FPFX 0.17 179.95
10/04/2005 2,000 FPFX 0.17 349.95
Date Shares Sold Symbol Price/Share Amount
02/08/2006 3,000 FPFX 0.20 $ 600.00
03/07/2006 8,500 FPFX 0.205 $1,742.50
Mario Gonzalez Transactions during last 24 Months, Open Market, Pink Sheets.
Date Shares Bought Symbol Price/Share Amount
04/20/2004 5,000 FPFX 0.065 $ 325.00
04/21/2004 5,000 FPFX 0.055 $ 275.00
04/21/2004 5,000 FPFX 0.055 $ 275.00
04/22/2004 5,000 FPFX 0.060 $ 300.00
04/22/2004 5,000 FPFX 0.060 $ 300.00
04/22/2004 5,000 FPFX 0.055 $ 275.00
04/23/2004 5,000 FPFX 0.060 $ 300.00
04/23/2004 5,000 FPFX 0.060 $ 300.00
04/23/2004 500 FPFX 0.060 $ 30.00
04/26/2004 4,500 FPFX 0.060 $ 270.00
Rupen Gulenyan Transactions during last 24 Months, NONE
James O. Guthrie Transactions during last 24 Months, NONE
Steve M. Kutchman Transactions during last 24 Months, Open Market, Pink Sheets.
Date Shares Bought Symbol Price/Share Amount
8/10/2005 500 FPFX .22 $ 105.00
8/11/2005 2,500 FPFX .22 $ 550.00
James L. Leimach Transactions during last 24 Months, NONE
Thomas W. MacFarlane III Transactions during last 24 Months, Open Market, Pink
Sheets. Amounts include commission:
Date Shares Bought Symbol Price/Share Amount
2/22/2005 60,000 FPFX .06 $3,780.00
1/17/2006 5,000 FPFX .21 $1,050.00
Robert J. Malnar Transactions during last 24 Months, Open Market, Pink Sheets.
Amounts include commission:
Date Shares Bought Symbol Price/Share Amount
12/22/2003 3,066 FPFX $0.07 $ 225.61
12/30/2003 5,000 FPFX $0.055 $ 285.99
08/18/2005 6,934 FPFX $0.17 $1,189.77
08/18/2005 17,800 FPFX $0.17 $3,026.00
08/18/2005 10,000 FPFX $0.16 $1,600.00
08/19/2005 24,694 FPFX $0.16 $3,951.04
08/19/2005 5,306 FPFX $0.17 $ 913.01
08/22/2005 300 FPFX $0.16 $ 48.00
08/23/2005 32,206 FPFX $0.17 $5,486.01
09/19/2005 3,002 FPFX $0.16 $ 491.31
09/20/2005 10,755 FPFX $0.16 $1,731.79
09/21/2005 4,500 FPFX $0.16 $ 730.99
09/22/2005 1,570 FPFX $0.16 $ 262.19
09/27/2005 5,000 FPFX $0.180 $ 910.99
Date Shares Sold Symbol Price/Share Amount
04/15/2005 5,000 FPFX $0.29 $1,428.94
04/15/2005 5,000 FPFX $0.29 $1,438.94
Ron L. Martin Transactions during last 24 Months, Open Market, Pink Sheets.
Amounts include commission:
Date Shares Bought Symbol Price/Share Amount
1/27/2004 5,000 FPFX .08 $ 403.00
1/28/2004 31,000 FPFX .07 $2,268.00
John Mazzara Transactions during last 24 Months, Open Market, Pink Sheets.
Amounts include commission:
Date Shares Bought Symbol Price/Share Amount
04/15/2003 50,000 FPFX .04 2,074.75
11/21/2003 10,000 FPFX .06 602.50
11/21/2003 25,000 FPFX .06 1,506.25
11/21/2003 15,000 FPFX .06 907.75
12/05/2003 50,000 FPFX .07 3,529.00
10/28/2004 150,000 FPFX .06 9,784.00
12/01/2004 45,000 FPFX .04 2,038.50
12/01/2004 55,000 FPFX .04 2,495.50
04/13/2005 10,000 FPFX .09 943.91
Ronald J. Miller Transactions during last 24 Months, Open Market, Pink Sheets.
Date Shares Bought Symbol Price/Share Amount
01/02/04 8,814 FPFX .075 $ 661.05
01/02/04 30,000 FPFX .08 2,400.00
01/02/04 20,000 FPFX .07 1,400.00
01/02/04 50,000 FPFX .07 3,500.00
William D. Prusaitis Transactions during last 24 Months, Open Market, Pink
Sheets. Amounts include commission:
Date Shares Bought Symbol Price/Share Amount
04/22/2005 10,000 FPFX .17 $1,729.99
06/16/2005 10,000 FPFX .17 1,719.99
07/01/2005 1,200 FPFX .165 208.99
07/05/2005 5,000 FPFX .17 860.99
07/05/2005 5,000 FPFX .165 919.99
07/05/2005 3,800 FPFX .17 656.99
07/13/2005 3,500 FPFX .16 570.99
07/14/2005 4,500 FPFX .16 730.99
07/19/2005 2,000 FPFX .16 330.99
07/19/2005 160 FPFX .165 37.39
07/22/2005 1,397 FPFX .16 245.50
07/26/2005 443 FPFX .23 112.88
10/07/2005 3,000 FPFX .19 584.99
11/14/2005 5,000 FPFX .21 1,060.99
Welton Robinson Transactions during last 24 Months, Open Market, Pink Sheets.
Date Shares Bought Symbol Price/Share Amount
4/27/2004 25,000 FPFX .05 $1,250.00
9/30/2004 25,000 FPFX .06 1,500.00
12/7/2004 35,000 FPFX .0375 1,312.50
12/7/2004 25,000 FPFX .0375 937.50
1/12/2005 100,000 FPFX .035 3,500.00
John P. Rosko Transactions during last 24 Months, Open Market, Pink Sheets.
Amounts include commission:
Date Shares Bought Symbol Price/Share Amount
12/08/2003 8,310 FPFX .08 $ 664.81
Leonard Schreiber Transactions during last 24 Months, Open Market, Pink Sheets.
Amounts include commission:
Date Shares Bought Symbol Price/Share Amount
11/25/2005 300 FPFX 0.20 $ 74.95
11/17/2005 3,000 FPFX 0.21 651.05
11/21/2005 2,820 FPFX 0.21 623.40
Robert E. Simpson Transactions during last 24 Months, Open Market, Pink Sheets.
Amounts include commission:
Date Shares Bought Symbol Price/Share Amount
12/03/2003 10,000 FPFX 0.07 $735.00
12/05/2003 10,000 FPFX 0.07 $735.00
12/31/2003 50,000 FPFX 0.06 $3,150.00
01/11/2005 100,000 FPFX 0.041 $4,110.99
01/14/2005 100,000 FPFX 0.04 $4,010.99
01/27/2005 1,900 FPFX 0.037 $81.29
01/28/2005 100,000 FPFX 0.038 $3,810.99
02/02/2006 100,000 FPFX 0.20 $20,000.00
Tim M. Valles Transactions during last 24 Months, NONE
William L. Westfall Transactions during last 24 Months, Open Market, Pink
Sheets. Amounts include commission:
Date Shares Bought Symbol Price/Share Amount
02/10/2006 5,000 FPFX 0.20 $1,012.95
Date Shares Sold Symbol Price/Share Amount
12/27/2005 3,000 FPFX 0.19 $ 577.03
K.V. Williams Transactions during last 24 Months, Open Market, Pink Sheets.
Amounts include commission:
Date Shares Sold Symbol Price/Share Amount
12/31/2003 15,000 FPFX .05 $ 769.99
Date Shares Bought Symbol Price/Share Amount
02/09/2004 15,000 FPFX .07 $1,110.00
David P. Wolff Transactions during last 24 Months, Open Market, Pink Sheets.
Amounts include commission:
Date Shares Bought Symbol Price/Share Amount
12/10/2003 100,000 FPFX .075 $ 7509.99
12/30/2003 50,000 FPFX .055 $ 2759.99
06/25/2004 40,000 FPFX .08 $ 3209.99
07/01/2004 100 FPFX .08 $ 17.99
07/12/2004 11,608 FPFX .08 $ 938.63
09/20/2004 25,000 FPFX .07 $ 1762.99
09/27/2004 30,000 FPFX .07 $ 2112.99
01/10/2005 155,000 FPFX .05 $ 7759.99
01/10/2005 45,000 FPFX .047 $ 2115.00
06/07/2005 5,000 FPFX .15 $ 759.99
06/29/2005 200 FPFX .16 $ 41.99
10/25/2005 12,000 FPFX .20 $ 2409.99
Date Shares Sold Symbol Price/Share Amount
05/20/2004 15,000 FPFX .06 $ 844.98
05/20/2004 91,708 FPFX .045 $ 4126.76
Except as disclosed in this Schedule, none of the Contributors owns any
securities of the Company or any subsidiary of the Company, beneficially or of
record, or was within the past year a party to any contract, arrangement or
understanding with any person with respect to any such securities. Except as
disclosed in this Schedule, to the knowledge of the Contributors, none of the
Contributors has any substantial interest, direct or indirect, by security
holdings or otherwise, in any matter to be acted upon at the Special Meeting.
IMPORTANT
Your vote is important. No matter how many Shares you own, please give us
your proxy FOR the election of the Committee Nominees by taking four steps:
1. SIGN the enclosed yellow proxy card exactly as name appears on the
card. When shares are held jointly, joint owners should each sign.
Executors, Administrators, Trustees, etc., should indicate their
capacity.
2. DATE the enclosed yellow proxy card.
3. MAIL the enclosed yellow proxy card TODAY in the envelope provided (no
postage is required if mailed in the United States). And
4. CONTACT your broker and instruct the broker to execute a proxy card
(for shares held in street name at Broker accounts)
If any of your Shares are held in the name of a brokerage firm, bank, bank
nominee or other institution (street name) only they can vote such Shares and
only upon receipt of your specific instructions. Accordingly, please return the
proxy card in the envelope provided or contact the person responsible for your
account and instruct that person to execute the proxy card representing your
Shares.
If you have any questions or require any additional information concerning
this Proxy Statement, please contact the FPFX SHAREHOLDER VALUE COMMITTEE at the
address set forth below.
FPFX Shareholder Value Committee
c/o Danford L. Martin
7 Egret Lane
Aliso Viejo, CA 92656
(800) 688-7757 or (877) NEW-FPFX (877-639-3739)
THE COMMITTEE URGES ALL SHAREHOLDERS TO VOTE FOR THE ELECTION OF THE COMMITTEE
NOMINEES AS DIRECTORS.
PROXY CARD
THIS PROXY IS SOLICITED BY THE FPFX SHAREHOLDER VALUE COMMITTEE
AND NOT BY THE BOARD OF DIRECTORS OF FIRSTPLUS FINANCIAL GROUP, INC.
The undersigned stockholder of FIRSTPLUS FINANCIAL GROUP, INC. hereby appoints
Danford L. Martin (or his appointed designee) as attorney and proxy, with power
of substitution and revocation, to represent the undersigned at the Special
Meeting of Shareholders of FIRSTPLUS FINANCIAL GROUP, INC. to be held on such
date, and at such place and time as Second Judicial District Court of the State
of Nevada determines, and at any adjournment, postponement or rescheduling
thereof, with authority to vote all shares held or owned by the undersigned in
accordance with the directions indicated herein. This proxy, when properly
executed, will cause your shares to be voted as you direct. If you return this
proxy, properly executed, without specifying a choice, your shares will be voted
"FOR" the nominees identified below.
THE FPFX SHAREHOLDER VALUE COMMITTEE RECOMMENDS A VOTE "FOR" THE NOMINEES LISTED
BELOW.
1. Election of Directors.
To elect four (4) directors to hold office until the next Annual Meeting of
stockholders or until their successors are duly elected and qualified, or until
such director's earlier death, resignation or removal.
Nominees: (1) Danford L. Martin, (2) James T. Capretz (3) James P. Hanson, and
(4) Robert D. Davis
FOR ALL NOMINEES [ ] [ ] WITHHELD FROM ALL NOMINEES
Instruction: To withhold authority to vote for election of one or more persons
nominated by the FPFX Shareholder Value Committee, mark FOR ALL NOMINEES and
cross out name(s) of persons with respect to whom authority is withheld.
2. Other Matters. IN HIS DISCRETION, THE PROXY IS AUTHORIZED TO VOTE UPON SUCH
OTHER BUSINESS AS MAY PROPERLY BE PRESENTED TO THE MEETING OR ANY ADJOURNMENT,
POSTPONEMENT OR RESCHEDULING THEREOF AND IS UNKNOWN TO THE FPFX SHAREHOLDER
VALUE COMMITTEE AND ITS REPRESENTATIVE A REASONABLE TIME BEFORE THE COMMENCEMENT
OF THE FPFX SHAREHOLDER VALUE COMMITTEES' SOLICITATION OF PROXIES.
Dated:_______, 2006
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Signature Additional Signature (if held jointly)
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Print Name and (Title if applicable) Print Name of Additional Signature
When shares are held by joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee or guardian, please give full title
as such. If a corporation, please sign in full corporate name by president or
other authorized officer. If a partnership, please sign in partnership name by
authorized person. The signer hereby revokes all proxies previously given by the
signer to vote at the Special Meeting of Shareholders of FirstPlus Financial
Group, Inc. and any adjournment, postponement or rescheduling thereof.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND
PROMPTLY RETURN THIS YELLOW PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE SO
THAT YOUR SHARES MAY BE REPRESENTED AT THE MEETING.